Exhibit 10.11


 





INDEMNITY
AGREEMENT


 


THIS
INDEMNITY AGREEMENT is made as of November 2, 2021 (as amended, supplemented or otherwise modified from time to time, this
“Agreement”), by and between Trine II Acquisition Corp., a Cayman Islands exempted company (the
“Company”), and David Dodson (“Indemnitee”).


 


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


 


WHEREAS,
the board of directors of the Company (the “Board”) has determined that, in order to attract and retain
qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect
persons serving the Company and its subsidiaries from certain liabilities. The amended and restated memorandum and articles of
association of the Company (as further amended, supplemented or otherwise modified from time to time, the “Articles”)
provide for the indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification
pursuant to applicable Cayman Islands law. The Articles provide that the indemnification provisions set forth therein are not
exclusive and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers and
other persons with respect to indemnification, hold harmless, exoneration, advancement and reimbursement rights;


 


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


 


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


 


WHEREAS,
it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate
and to advance and reimburse expenses on behalf of such persons to the fullest extent permitted by applicable law so that they
will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;


 


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


 


WHEREAS,
Indemnitee may not be willing to serve as an officer, director, advisor or in another capacity without adequate protection, and
the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional
service for or on behalf of the Company on the condition that he or she be so indemnified.


 


NOW,
THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter
agreement, dated as of November 2, 2021, as amended, supplemented or otherwise modified from time to time, the Company and Indemnitee
do hereby covenant and agree as follows:


 






     


     


    

 


1.
SERVICES TO THE COMPANY


 


In
consideration of the Company’s covenants and obligations hereunder, Indemnitee will serve or continue to serve as an officer,
director, advisor, key employee or in any other capacity of the Company, as applicable, for so long as Indemnitee is duly elected
or appointed or retained or until Indemnitee tenders his or her resignation or until Indemnitee is removed. The foregoing notwithstanding,
this Agreement shall continue in full force and effect after Indemnitee has ceased to serve as an officer, director, advisor,
key employee or in any other capacity of the Company, in each case, as provided in Section 17. This Agreement shall not
impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise
required by law or by other agreements or commitments of the parties, if any.


 


2.
DEFINITIONS


 


As
used in this Agreement, references to:


 


(a)
“agent” shall mean any person who is or was a director, officer, employee or advisor of the Company
or a subsidiary of the Company or other person authorized by the Company to act for the Company, to include such person serving
in such capacity as a director, officer, employee, advisor, fiduciary or other official of another corporation, partnership, limited
liability company, joint venture, trust or other enterprise at the request of, for the convenience of or to represent the interests
of the Company or a subsidiary of the Company.


 


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


 


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


 


		1.	Acquisition
                                         of Shares by Third Party. Other than Robin Trine II LLC (the “Sponsor”)
                                         or any of its affiliates, any Person that is or becomes the Beneficial Owner, directly
                                         or indirectly, of securities of the Company representing fifteen percent (15%) or more
                                         of the combined voting power of the Company’s then outstanding securities entitled
                                         to vote generally in the appointment of directors, unless (1) the change in the relative
                                         Beneficial Ownership of the Company’s securities by any Person results solely from
                                         a reduction in the aggregate number of outstanding shares of securities entitled to vote
                                         generally in the appointment of directors, or (2) such acquisition was approved in advance
                                         by the Continuing Directors and such acquisition would not constitute a Change in Control
                                         under part (iii) of this definition;



 


		2.	Change
                                         in the Board. Individuals who, as of the date hereof, constitute the Board, and any
                                         new director whose appointment by the Board or nomination for appointment by the Company’s
                                         shareholders was approved by a vote of at least two thirds of the directors then still
                                         in office who were directors on the date hereof or whose appointment or nomination for
                                         appointment was previously so approved (collectively, the “Continuing Directors”),
                                         cease for any reason to constitute at least a majority of the members of the Board;



 






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		3.	Corporate
                                         Transactions. The effective date of a merger, share exchange, asset acquisition,
                                         share purchase, reorganization or similar business combination, involving the Company
                                         and one or more businesses (a “Business Combination”), in each
                                         case, unless, following such Business Combination: (1) all or substantially all of the
                                         individuals and entities who were the Beneficial Owners of securities entitled to vote
                                         generally in the appointment of directors immediately prior to such Business Combination
                                         beneficially own, directly or indirectly, more than 51% of the combined voting power
                                         of the then outstanding securities of the Company entitled to vote generally in the appointment
                                         of directors resulting from such Business Combination (including, without limitation,
                                         a company or corporation which as a result of such transaction owns the Company or all
                                         or substantially all of the Company’s assets either directly or through one or
                                         more Subsidiaries) in substantially the same proportions as their ownership immediately
                                         prior to such Business Combination, of the securities entitled to vote generally in the
                                         appointment of directors; (2) other than an affiliate of the Sponsor, no Person (excluding
                                         any company or corporation resulting from such Business Combination) is the Beneficial
                                         Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting
                                         power of the then outstanding securities entitled to vote generally in the appointment
                                         of directors of the surviving company or corporation except to the extent that such ownership
                                         existed prior to the Business Combination; and (3) at least a majority of the board of
                                         directors of the company or corporation resulting from such Business Combination were
                                         Continuing Directors at the time of the execution of the initial agreement, or of the
                                         action of the Board, providing for such Business Combination;



 


		4.	Liquidation.
                                         The approval by the shareholders of the Company of a complete liquidation of the Company
                                         or an agreement or series of agreements for the sale or disposition by the Company of
                                         all or substantially all of the Company’s assets, other than factoring the Company’s
                                         current receivables or escrows due (or, if such approval is not required, the decision
                                         by the Board to proceed with such a liquidation, sale or disposition in one transaction
                                         or a series of related transactions); or



 


		5.	Other
                                         Events. There occurs any other event of a nature that would be required to be reported
                                         in response to Item 6(e) of Schedule 14A of Regulation 14A (or any successor rule) (or
                                         a response to any similar item on any similar schedule or form) promulgated under the
                                         Exchange Act, whether or not the Company is then subject to such reporting requirement.



 


(d)
“Corporate Status” describes the status of a person who is or was a director, officer, trustee, general
partner, manager, managing member, fiduciary, employee or agent of the Company or of any other Enterprise which such person is
or was serving at the request of the Company.


 


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


 


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


 


(g)
“Enterprise” shall mean the Company and any other company or corporation, constituent company or corporation
(including any constituent of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly
owned subsidiaries) is a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise
of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general partner, manager,
managing member, fiduciary, employee or agent.


 


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




 






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(i)
“Expenses” shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever,
including, without limitation, all reasonable attorneys’ fees and costs, retainers, court costs, transcript costs, fees
of experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing
and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services and all other
disbursements, obligations or expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating,
being or preparing to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding, including reasonable
compensation for time spent by Indemnitee for which he or she is not otherwise compensated by the Company or any third party.
Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including, without
limitation, the principal, premium, security for and other costs relating to any cost bond, supersedeas bond or other appeal bond
or its equivalent. “Expenses” shall not include amounts paid in settlement by Indemnitee or the amount
of judgments or fines against Indemnitee.


 


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


 


(k)
“Independent Counsel” shall mean a law firm or a member of a law firm with significant experience in
matters of corporate law and that neither presently is, nor in the past five years has been, retained to represent: (i) the Company
or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this
Agreement or matters 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, “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.


 


(l)
“Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect
on the date hereof; provided, however, that “Person” shall exclude: (i) the Company; (ii)
any Subsidiaries of the Company; (iii) any employment benefit plan of the Company, a Subsidiary of the Company or any company
or corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their
ownership of shares of the Company; and (iv) any trustee or other fiduciary holding securities under an employee benefit plan
of the Company, a Subsidiary of the Company or a company or corporation owned, directly or indirectly, by the shareholders of
the Company in substantially the same proportions as their ownership of shares of the Company.


 


(m)
“Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation,
alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed
proceeding, whether brought in the right of the Company or otherwise and whether of a civil (including intentional or unintentional
tort claims), criminal, administrative or investigative or related nature, in which Indemnitee was, is, will or might be involved
as a party or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any
action (or failure to act) taken by him or her or of any action (or failure to act) on his or her part while acting as a director
or officer of the Company, or by reason of the fact that he or she is or was serving at the request of the Company as a director,
officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of any other Enterprise, in each case,
whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement
or advancement of expenses can be provided under this Agreement.


 


(n)
“serving at the request of the Company” shall include any service as a director, officer, employee,
agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or
fiduciary with respect to an employee benefit plan, its participants or beneficiaries and, if Indemnitee acted in good faith and
in a manner Indemnitee reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit
plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company”
as referred to in this Agreement.


 






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(o)
“Subsidiary,” with respect to any Person, shall mean any company or corporation, limited liability company,
partnership, joint venture, trust or other entity of which a majority of the voting power of the voting equity securities or equity
interest is owned, directly or indirectly, by that Person.


 


(p)
“to the fullest extent permitted by applicable law and the Articles” shall include, without limitation,
(a) to the fullest extent authorized or permitted by the provision of applicable Cayman Islands law that authorizes or contemplates
additional indemnification by agreement or the corresponding provision of any amendment to or replacement of applicable Cayman
Islands law, and (b) to the fullest extent authorized or permitted by any amendments to or replacements of applicable Cayman Islands
law adopted after the date of this Agreement that increase the extent to which a company or corporation may indemnify its officers
and directors.


 


3.
INDEMNITY IN THIRD-PARTY PROCEEDINGS


 


To
the fullest extent permitted by applicable law and the Articles, the Company shall indemnify, hold harmless and exonerate Indemnitee
in accordance with the provisions of this Section 3 if Indemnitee was, is or is threatened to be made a party to or a participant
(as a witness, deponent or otherwise) in any Proceeding, other than a Proceeding by or in the right of the Company to procure
a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 3, Indemnitee shall
be indemnified, held harmless and exonerated against all Expenses, judgments, liabilities, fines, penalties and amounts paid in
settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses,
judgments, liabilities, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on
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; provided, however,
that in no event shall Indemnitee be entitled to be indemnified, held harmless or advanced any amounts hereunder in respect of
any Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (if any) that Indemnitee may incur by reason
of his or her own actual fraud or intentional misconduct. Indemnitee shall not be found to have committed actual fraud or intentional
misconduct for any purpose of this Agreement unless or until a court of competent jurisdiction shall have made a finding to that
effect.


 


4.
INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY


 


To
the fullest extent permitted by applicable law and the Articles, the Company shall indemnify, hold harmless and exonerate Indemnitee
in accordance with the provisions of this Section 4 if Indemnitee was, is or is threatened to be made a party to or a participant
(as a witness, deponent or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor by
reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee shall be indemnified, held harmless
and exonerated 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, hold harmless or exoneration 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 of competent jurisdiction to be liable to the Company, unless and only to the extent that any court in which
the Proceeding was brought or the Delaware Court shall determine upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification, to be held
harmless or to exoneration.


 






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5.
INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL


 


Notwithstanding
any other provisions of this Agreement, but subject to Section 27, to the extent that Indemnitee was or is, by reason of
Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding
or in defense of any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by
applicable law and the Articles, indemnify, hold harmless and exonerate 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,
to the fullest extent permitted by applicable law and the Articles, indemnify, hold harmless and exonerate 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. If Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent
permitted by applicable law and the Articles, indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably
incurred in connection with a claim, issue or matter related to any claim, issue or matter on which Indemnitee was successful.
For purposes of this Section 5 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.


 


6.
INDEMNIFICATION FOR EXPENSES OF A WITNESS


 


Notwithstanding
any other provision of this Agreement, but subject to Section 27, to the extent that Indemnitee is, by reason of his or
her Corporate Status, a witness or deponent in any Proceeding to which Indemnitee was or is not a party or threatened to be made
a party, he or she shall, to the fullest extent permitted by applicable law and the Articles, be indemnified, held harmless and
exonerated against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.


 


7.
ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS


 


Notwithstanding
any limitation in Section 3, 4 or 5, but subject to Section 27, the Company shall, to the fullest
extent permitted by applicable law and the Articles, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party
to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment
in its favor) against all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including all interest,
assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, liabilities, fines,
penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No
indemnification, hold harmless or exoneration rights shall be available under this Section 7 on account of Indemnitee’s
conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission
not in good faith or which involves intentional misconduct or a knowing violation of the law.


 


8.
CONTRIBUTION IN THE EVENT OF JOINT LIABILITY


 


(a)
To the fullest extent permissible under applicable law and the Articles, if the indemnification, hold harmless and/or exoneration
rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company,
in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred
by Indemnitee, whether for Expenses, judgments, liabilities, fines, penalties and/or amounts paid or to be paid in settlement,
in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and
relinquishes any right of contribution it may have at any time against Indemnitee.


 






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(b)
The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would
be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.


 


(c)
The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may
be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.
Indemnitee shall seek payments or advances from the Company only to the extent that such payments or advances are unavailable
from any insurance policy of the Company covering Indemnitee.


 


9.
EXCLUSIONS


 


Notwithstanding
any provision in this Agreement, but subject to Section 27, the Company shall not be obligated under this Agreement to
make any indemnification, advance Expenses, hold harmless or exoneration payment in connection with any claim made against Indemnitee:


 


(a)
for which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity or advancement
provision, except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement,
other indemnity or advancement provision or otherwise;


 


(b)
for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company
within the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or
common law; or


 


(c)
except as otherwise provided in Sections 14(f) and (g), prior to a Change in Control, in connection with any Proceeding
(or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by
Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the
Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, hold harmless
or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law and the Articles.


 


10.
ADVANCES OF EXPENSES; DEFENSE OF CLAIM


 


(a)
Notwithstanding any provision of this Agreement to the contrary, but subject to Section 27, and to the fullest extent not
prohibited by applicable law and the Articles, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected
by Indemnitee to be incurred by Indemnitee within three (3) months) in connection with any Proceeding within ten (10) days after
the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition
of any Proceeding. Advances shall, to the fullest extent permitted by applicable law and the Articles, be unsecured and interest
free. Advances shall, to the fullest extent permitted by applicable law and the Articles, be made without regard to Indemnitee’s
ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or
exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing
a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company
to support the advances claimed. To the fullest extent required by applicable law and the Articles, such payments of Expenses
in advance of the final disposition of the Proceeding shall be made only upon the Company’s receipt of an undertaking, by
or on behalf of Indemnitee, to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not
entitled to be indemnified, held harmless or exonerated by the Company under the provisions of this Agreement, applicable law
and the Articles or otherwise. If it shall be determined by a final judgment or other final adjudication that Indemnitee was not
so entitled to indemnification, hold harmless or exoneration payment, as applicable, any advancement shall be returned to the
Company (without interest) by Indemnitee. This Section 10(a) shall not apply to any claim made by Indemnitee for which
an indemnification, hold harmless or exoneration payment is excluded pursuant to Section 9, but shall apply to any Proceeding
referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor.


 






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


 


(c)
The Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, liability,
fine, penalty or limitation on Indemnitee without Indemnitee’s prior written consent.


 


11.
PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION


 


(a)
Indemnitee agrees to notify promptly the Company in writing upon being served with any summons, citation, subpoena, complaint,
indictment, information or other document relating to any Proceeding, claim, issue or matter therein which may be subject to indemnification,
hold harmless or exoneration rights or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company
shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise.


 


(b)
Indemnitee may deliver to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance
with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate
in his or her sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement
to indemnification shall be determined according to Section 12(a).


 


12.
PROCEDURE UPON APPLICATION FOR INDEMNIFICATION


 


(a)
A determination, if required by applicable law and the Articles, with respect to Indemnitee’s entitlement to indemnification
shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) by a majority
vote of the Disinterested Directors, even though less than a quorum of the Board; (ii) by a committee of Disinterested Directors
designated by majority vote of Disinterested Directors; (iii) if there are no Disinterested Directors or if such Disinterested
Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee;
or (iv) by vote of the shareholders by ordinary resolution. The Company shall promptly advise Indemnitee in writing with respect
to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis
for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee
shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or
entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such
person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise
protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any
costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with
the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to
Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless
therefrom.


 






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(b)
In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a),
the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected
by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice
to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel
so selected meets the requirements of “Independent Counsel” as defined in Section 2. If the Independent
Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the
Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent
Counsel” as defined in Section 2. In either event, Indemnitee or the Company, as the case may be, may, within
ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the
case may be, a written objection to such selection; provided, however, that such objection may be asserted only
on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel”
as defined in Section 2, and the objection shall set forth with particularity the factual basis of such assertion. Absent
a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and
substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn
or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission
by Indemnitee of a written request for indemnification pursuant to Section 11(b), no Independent Counsel shall have been
selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of any objection
which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment
as Independent Counsel of a person selected by the Delaware Court, and the person with respect to whom all objections are so resolved
or the person so appointed shall act as Independent Counsel under Section 12(a). Upon the due commencement of any judicial
proceeding or arbitration pursuant to Section 14(a), Independent Counsel shall be discharged and relieved of any further
responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).


 


(c)
The Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such
Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement
or its engagement pursuant hereto.


 


13.
PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS


 


(a)
In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such
determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a
request for indemnification in accordance with Section 11(b), and the Company shall have the burden of proof to overcome
that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption.
Neither the failure of the Company (including by the Disinterested Directors or Independent Counsel) to have made a determination
prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because
Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by the Disinterested
Directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action
or create a presumption that Indemnitee has not met the applicable standard of conduct.


 


(b)
If the person, persons or entity empowered or selected under Section 12 to determine whether Indemnitee is entitled to
indemnification shall not have made a determination within thirty (30) days after receipt by the Company of the request therefor,
the requisite determination of entitlement to indemnification shall, to the fullest extent permitted by applicable law and the
Articles, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee
of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading,
in connection with the request for indemnification, or (ii) a final judicial determination that any or all such indemnification
is expressly prohibited under applicable law and the Articles; provided, however, that such thirty (30)-day period
may be extended for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons or entity making
the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining
or evaluating of documentation and/or information relating thereto.


 






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(c)
The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon
a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely
affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner
which 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.


 


(d)
For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s
action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied
to Indemnitee by the directors, officers, trustees, general partners, managers or managing members of the Enterprise in the course
of their duties, or on the advice of legal counsel for the Enterprise, its board of directors or managers, any committee of its
board of directors or managers or any director, officer, trustee, general partner, manager or managing member, or on information
or records given or reports made to the Enterprise, its board of directors or managers, any committee of its board of directors
or managers or any director, officer, trustee, general partner, manager or managing member, by an independent certified public
accountant or by an appraiser or other expert selected by the Enterprise, its board of directors or managers, any committee of
its board of directors or managers or any director, officer trustee, general partner, manager or managing member. The provisions
of this Section 13(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee
may be deemed or found to have met the applicable standard of conduct set forth in this Agreement.


 


(e)
The knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary,
agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification
under this Agreement.


 


14.
REMEDIES OF INDEMNITEE


 


(a)
In the event that (i) a determination is made pursuant to Section 12 that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable law and the Articles, is not
timely made pursuant to Section 10, (iii) no determination of entitlement to indemnification shall have been made pursuant
to Section 12(a) within thirty (30) days after receipt by the Company of the request for indemnification, (iv) payment
of indemnification is not made pursuant to Section 5, 6, 7 or the last sentence of Section 12(a) within
ten (10) days after receipt by the Company of a written request therefor, (v) a contribution payment is not made in a timely manner
pursuant to Section 8, (vi) payment of indemnification pursuant to Section 3 or 4 is not made within ten
(10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee pursuant
to any hold harmless or exoneration rights under this Agreement or otherwise is not made in accordance with this Agreement within
ten (10) days after receipt by the Company of a written request therefor, Indemnitee shall be entitled to an adjudication by the
Delaware Court to such indemnification, hold harmless, exoneration, contribution or advancement rights. 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 and Mediation Procedures of the American Arbitration Association. Except as set forth herein, the Commercial Arbitration
Rules and Mediation Procedures of the American Arbitration Association shall apply to any such arbitration. The Company shall
not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.


 






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(b)
In the event that a determination shall have been made pursuant to Section 12(a) that Indemnitee is not entitled to indemnification,
any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects as a de
novo trial or arbitration on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination.


 


(c)
In any judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled
to be indemnified, held harmless and exonerated and to receive advancement of Expenses under this Agreement and the Company shall
have the burden of proving Indemnitee is not entitled to be indemnified, held harmless and exonerated and to receive advancement
of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section
12(a) adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this
Section 14, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 10 until
a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal
have been exhausted or lapsed).


 


(d)
If a determination shall have been made pursuant to Section 12(a) 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 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 and the Articles.


 


(e)
The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section
14 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any
such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.


 


(f)
The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by applicable law and the Articles against
all Expenses and, if requested by Indemnitee, shall (within ten (10) days after the Company’s receipt of such written request)
pay to Indemnitee, to the fullest extent permitted by applicable law and the Articles, such Expenses which are incurred by Indemnitee
in connection with any judicial proceeding or arbitration brought by Indemnitee: (i) to enforce his or her rights under, or to
recover damages for breach of, this Agreement or any other indemnification, hold harmless, exoneration, advancement or contribution
agreement or provision of the Articles now or hereafter in effect; or (ii) for recovery or advances under any insurance policy
maintained by any person for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is determined
to be entitled to such indemnification, hold harmless or exoneration right, advancement, contribution or insurance recovery, as
the case may be (unless such judicial proceeding or arbitration was not brought by Indemnitee in good faith).


 


(g)
Interest shall be paid by the Company to Indemnitee at the legal rate under New York law for amounts which the Company indemnifies,
holds harmless or exonerates, or advances, or is obliged to indemnify, hold harmless or exonerate or advance for the period commencing
with the date on which Indemnitee requests indemnification, to be held harmless, exonerated, contribution, reimbursement or advancement
of any Expenses and ending with the date on which such payment is made to Indemnitee by the Company.


 






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15.
SECURITY


 


Notwithstanding
anything herein to the contrary, but subject to Section 27, to the extent requested by Indemnitee and approved by the Board,
the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder
through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee,
may not be revoked or released without the prior written consent of Indemnitee.


 


16.
NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION; PRIORITY OF OBLIGATIONS


 


(a)
The rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may
at any time be entitled under applicable law, the Articles, any agreement, a vote of shareholders or a resolution of directors
or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right
of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced
or completed) or claim, issue or matter therein arising out of, or related to, any action taken or omitted by such Indemnitee
in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in applicable law, whether
by statute or judicial decision, permits greater indemnification, hold harmless or exoneration rights or advancement of Expenses
than would be afforded currently under the Articles or this Agreement, then this Agreement (without any further action by the
parties hereto) shall automatically be deemed to be amended to require that the Company indemnifies Indemnitee to the fullest
extent permitted by applicable law and the Articles. No right or remedy herein conferred is intended to be exclusive of any other
right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder
or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.


 


(b)
The Articles permit the Company to purchase and maintain insurance or furnish similar protection or make other arrangements including,
but not limited to, providing a trust fund, letter of credit or surety bond (“Indemnification Arrangements”)
on behalf of Indemnitee against any liability asserted against him or her or incurred by or on behalf of him or her in such capacity
as a director, officer, employee or agent of the Company, or arising out of his or her status as such, whether or not the Company
would have the power to indemnify him or her against such liability under the provisions of this Agreement or applicable law.
The purchase, establishment and maintenance of any such Indemnification Arrangement shall not in any way limit or affect the rights
and obligations of the Company or Indemnitee under this Agreement, except as expressly provided herein, and the execution and
delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the
Company or the other party or parties thereto under any such Indemnification Arrangement.


 


(c)
To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers,
trustees, partners, managers, managing members, fiduciaries, employees or agents of the Company or of any other Enterprise which
such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its
or their terms to the maximum extent of the coverage available for any such director, officer, trustee, partner, managers, managing
member, fiduciary, employee or agent under such policy or policies. If, at the time the Company receives notice from any source
of a Proceeding as to which Indemnitee is a party or a participant (as a witness, deponent or otherwise), the Company has director
and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance
with the procedures set forth in the respective policies. The Company shall thereafter use commercially reasonable efforts 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.


 






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(d)
In the event of any payment under this Agreement, the Company, to the fullest extent permitted by applicable law and the Articles,
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. No such payment by the Company shall be deemed to relieve any insurer of its
obligations.


 


(e)
The Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was
serving at the request of the Company as a director, officer, trustee, partner, manager, managing member, fiduciary, employee
or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless
or exoneration payments or advancement of expenses from such Enterprise. Notwithstanding any other provision of this Agreement
to the contrary, but subject to Section 27, (i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue
or apportion any indemnification, hold harmless, exoneration, advancement, contribution or insurance coverage among multiple parties
possessing such duties to Indemnitee prior to the Company’s satisfaction and performance of all its obligations under this
Agreement, and (ii) the Company shall perform fully its obligations under this Agreement without regard to whether Indemnitee
holds, may pursue or has pursued any indemnification, advancement, hold harmless, exoneration, contribution or insurance coverage
rights against any person or entity other than the Company.


 


(f)
Notwithstanding anything contained herein, the Company is the primary indemnitor, and any indemnification or advancement obligation
of the Sponsor or its affiliates or members or any other Person is secondary.


 


17.
DURATION OF AGREEMENT


 


All
agreements and obligations of the Company contained herein shall continue during the period Indemnitee serves as a director or
officer of the Company or as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of
any other company or corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee
serves at the request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding
(including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14) by reason of
his or her Corporate Status, whether or not he or she is acting in any such capacity at the time any liability or expense is incurred
for which indemnification or advancement can be provided under this Agreement.


 


18.
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, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable,
that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable
to the fullest extent permitted by applicable law and the Articles; (b) such provision or provisions shall be deemed reformed
to the extent necessary to conform to applicable law and the Articles 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, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable,
that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.


 






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19.
ENFORCEMENT AND BINDING EFFECT


 


(a)
The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby
in order to induce Indemnitee to serve as a director, officer or key employee of the Company, and the Company acknowledges that
Indemnitee is relying upon this Agreement in serving as a director, officer or key employee of the Company.


 


(b)
Without limiting any of the rights of Indemnitee under the Articles, this Agreement constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written
and implied, between the parties hereto with respect to the subject matter hereof.


 


(c)
The indemnification, hold harmless, exoneration and advancement of expenses rights provided by or granted pursuant to this Agreement
shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct
or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets
of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company
or a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of any other Enterprise
at the Company’s request, and shall inure to the benefit of Indemnitee and his or her spouse, assigns, heirs, devisees,
executors and administrators and other legal representatives.


 


(d)
The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise)
to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and
substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform if no such succession had taken place.


 


(e)
The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate,
impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the
parties hereto agree that Indemnitee may, to the fullest extent permitted by applicable law and the Articles, enforce this Agreement
by seeking, among other things, injunctive relief and/or specific performance hereof, without any necessity of showing actual
damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded
from seeking or obtaining any other relief to which he or she may be entitled. The Company and Indemnitee further agree that Indemnitee
shall, to the fullest extent permitted by applicable law and the Articles, be entitled to such specific performance and injunctive
relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting
bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking
may be required of Indemnitee by a court of competent jurisdiction, and the Company hereby waives any such requirement of such
a bond or undertaking to the fullest extent permitted by applicable law and the Articles.


 


20.
MODIFICATION AND WAIVER


 


No
supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the parties hereto. 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.


 






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21.
NOTICES


 


All
notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been
duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been
directed, or (ii) if mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date
on which it is so mailed:


 


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


 


(b)
If to the Company, to:


 


Trine
II Acquisition Corp.

228 Park Avenue S.

Ste 63482

New York, New York 10003

Attention: Pierre M. Henry


 


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


 


Paul,
Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019

Attention: Raphael M. Russo


 


or
such other address as the Company may provide in writing to Indemnitee.


 


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 New York, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee
pursuant to Section 14(a), to the fullest extent permitted by applicable law and the Articles, the Company and Indemnitee
hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement
shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any
court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action
or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such
action or proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action or
proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in
part) to a jury trial. To the fullest extent permitted by applicable law and the Articles, the parties hereby agree that the mailing
of process and other papers in connection with any such action or proceeding in the manner provided by Section 21 or in
such other manner as may be permitted by applicable law and the Articles, shall be valid and sufficient service thereof.


 


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.


 






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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.


 


25.
PERIOD OF LIMITATIONS


 


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


 


26.
ADDITIONAL ACTS


 


If
for the validation of any of the provisions in this Agreement any act, resolution, approval or other procedure is required to
the fullest extent permitted by applicable law and the Articles, the Company undertakes to cause such act, resolution, approval
or other procedure to be affected or adopted in a manner that will enable the Company to fulfill its obligations under this Agreement.


 


27.
WAIVER OF CLAIMS TO TRUST ACCOUNT


 


Notwithstanding
anything contained herein to the contrary, Indemnitee hereby agrees that it does not have any right, title, interest or claim
of any kind (each, a “Claim”) in or to any monies in the trust account established in connection with
the Company’s initial public offering for the benefit of the Company and holders of shares issued in such offering and hereby
waives any Claim it may have in the future as a result of, or arising out of, any services provided to the Company and will not
seek recourse against such trust account for any reason whatsoever. Accordingly, Indemnitee acknowledges and agrees that any indemnification
provided hereto will only be able to be satisfied by the Company if (i) the Company has sufficient funds outside of such trust
account to satisfy its obligations hereunder or (ii) the Company consummates a Business Combination.


 


28.
MAINTENANCE OF INSURANCE


 


The
Company shall use commercially reasonable efforts to obtain and maintain in effect during the entire period for which the Company
is obligated to indemnify Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies
to provide the officers/directors of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s
performance of its indemnification obligations under this Agreement. Indemnitee shall be covered by such policy or policies in
accordance with its or their terms to the maximum extent of the coverage available for any such director or officer under such
policy or policies. In all such insurance policies, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee
with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers.


 


 


[SIGNATURE
PAGE FOLLOWS]


 






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


 





	 	TRINE II ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Pierre M. Henry
	 	 	Name:	Pierre M. Henry
	 	 	Title:	Chief Executive Officer



 


 


[Signature
Page to Indemnity Agreement—Trine II Acquisition Corp.]


 






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	 	INDEMNITEE
	 	 	 
	 	By:	/s/ David Dodson
	 	 	Name:	David Dodson


 


 


[Signature Page
to Indemnity Agreement—Trine II Acquisition Corp.]


 




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