Exhibit 10.2 


 


INDEMNITY AGREEMENT


 


THIS INDEMNITY AGREEMENT (this
 “Agreement”) is made as of May 31, 2021.


 


Between:


 


		(1)	Social
                                            Capital Hedosophia Holdings Corp. VI,
                                            an exempted company incorporated under the laws of the Cayman Islands with registered office
                                            at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”);
                                            and



 


		(2)	James Ryans (“Indemnitee”).



 


Whereas:


 


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



 


		(B)	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 any of its subsidiaries from
                                            certain liabilities. Although the furnishing of such insurance has been a customary and widespread
                                            practice among publicly traded companies and other business enterprises, the Company believes
                                            that, given current market conditions and trends, such insurance may be available to it in
                                            the future only at higher premiums and with more exclusions. At the same time, directors,
                                            officers and other persons in service to companies or business enterprises are being increasingly
                                            subjected to expensive and time-consuming litigation relating to, among other things, matters
                                            that traditionally would have been brought only against the Company or business enterprise
                                            itself. The amended and restated memorandum and articles of association of the Company (the
                                            “Articles”) provide for the indemnification of the officers and directors
                                            of the Company. The Articles 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, hold harmless, exoneration, advancement and reimbursement rights;



 


		(C)	The uncertainties relating to such insurance
                                            and to indemnification have increased the difficulty of attracting and retaining such persons;



 


		(D)	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;



 






     


     


    

 


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



 


		(F)	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;



 


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



 


NOW, THEREFORE, in consideration of
the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of May 31, 2021 between
the Company and Indemnitee, the Company and Indemnitee do hereby covenant and agree as follows:


 


TERMS AND CONDITIONS


 


		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, appointed or retained or until Indemnitee
tenders Indemnitee’s resignation or until Indemnitee is removed. The foregoing notwithstanding, this Agreement shall continue in
full force and effect after Indemnitee has ceased to serve as a director, officer, advisor, key employee or in any other capacity of
the Company, as provided in Section ‎17. This Agreement, however, shall not impose any obligation on Indemnitee or the Company
to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements or commitments
of the parties, if any.


 


		2	DEFINITIONS



 


As used in this Agreement:


 


		2.1	References to “agent”
                                            shall mean any person who is or was a director, officer or employee of the Company or a subsidiary
                                            of the Company or other person authorized by the Company to act for the Company, to include
                                            such person serving in such capacity as a director, officer, employee, advisor, fiduciary
                                            or other official of another company, 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.



 






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



 


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



 


		(a)	Acquisition of Shares by Third Party.
                                            Other than an affiliate of SCH Sponsor VI LLC, ChaChaCha SPAC F, LLC, Hedosophia Acquisitions
                                            F Limited or 01 Advisors 01, LP, any Person (as defined below) is or becomes the Beneficial
                                            Owner, directly or indirectly, of securities of the Company representing fifteen percent
                                            (15%) or more of the combined voting power of the Company’s then outstanding securities
                                            entitled to vote generally in the election of directors, unless (1) the change in the relative
                                            Beneficial Ownership of the Company’s securities by any Person results solely from
                                            a reduction in the aggregate number of outstanding shares entitled to vote generally in the
                                            election of directors, or (2) such acquisition was approved in advance by the Continuing
                                            Directors (as defined below) and such acquisition would not constitute a Change in Control
                                            under part (c) of this definition;



 


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



 


		(c)	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 election of
                                            directors immediately prior to such Business Combination beneficially own, directly or indirectly,
                                            more than fifty-one percent (51%) of the combined voting power of the then outstanding securities
                                            of the Company entitled to vote generally in the election of directors resulting from such
                                            Business Combination (including, without limitation, a company or corporation which as a
                                            result of such transaction owns the Company or all or substantially all of the Company’s
                                            assets either directly or through one or more Subsidiaries) in substantially the same proportions
                                            as their ownership immediately prior to such Business Combination, of the securities entitled
                                            to vote generally in the election of directors; (2) other than an affiliate of SCH Sponsor
                                            VI LLC, ChaChaCha SPAC F, LLC, Hedosophia Acquisitions F Limited or 01 Advisors 01, LP, no
                                            Person (excluding any company or corporation resulting from such Business Combination) is
                                            the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined
                                            voting power of the then outstanding securities entitled to vote generally in the election
                                            of directors of the surviving company or corporation except to the extent that such ownership
                                            existed prior to the Business Combination; and (3) at least a majority of the Board of Directors
                                            of the company or corporation resulting from such Business Combination were Continuing Directors
                                            at the time of the execution of the initial agreement, or of the action of the Board of Directors,
                                            providing for such Business Combination;



 






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		(d)	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



 


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



 


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



 


		2.5	“Delaware Court” shall
                                            mean the Court of Chancery of the State of Delaware.



 


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



 


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



 


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



 


		2.9	“Expenses”
                                            shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever,
                                            including, without limitation, all 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 Indemnitee 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, however, shall not include amounts paid in settlement by
                                            Indemnitee or the amount of judgments or fines against Indemnitee.



 






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



 


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



 


		2.12	The term “Person” shall
                                            have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect
                                            on the date hereof; provided, however, that “Person” shall exclude: (i)
                                            the Company; (ii) any Subsidiaries (as defined below) of the Company; (iii) any employment
                                            benefit plan of the Company or of a Subsidiary of the Company or of any 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 or of a Subsidiary of the Company
                                            or of 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.



 


		2.13	The term “Proceeding”
                                            shall include any threatened, pending or completed action, suit, arbitration, mediation,
                                            alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or
                                            any other actual, threatened or completed proceeding, whether brought in the right of the
Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, or investigative
or related nature, in which Indemnitee was, is, will or might be involved as a party or otherwise by reason of the fact that Indemnitee
is or was a director or officer of the Company, by reason of any action (or failure to act) taken by Indemnitee or of any action (or
failure to act) on Indemnitee’s part while acting as a director, director nominee or officer of the Company, or by reason of the
fact that Indemnitee is or was serving at the request of the Company as a director, director nominee or 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.



 






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		2.14	The term “Subsidiary,”
                                            with respect to any Person, shall mean any company, 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.



 


		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, fines, penalties and amounts paid in settlement) actually and reasonably incurred
by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee
acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and,
in the case of a criminal Proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful.


 


		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 Indemnitee or on Indemnitee’s behalf in connection with such
Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed
to be in or not opposed to the best interests of the Company. No indemnification, hold harmless or exoneration for Expenses shall be
made under this 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 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 except for 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 Indemnitee in connection therewith.
If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than
all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law and the Articles,
indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s
behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly successful in such Proceeding,
the Company also shall, to the fullest extent permitted by applicable law 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 except for Section 27, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status,
a witness or deponent in any Proceeding to which Indemnitee is not a party or threatened to be made a party, Indemnitee 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 Indemnitee or on Indemnitee’s behalf in connection therewith.


 


		7	ADDITIONAL
                                            INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS



 


		7.1	Notwithstanding any limitation in Section
                                            3, 4, or 5, except for 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, fines, penalties and amounts paid in settlement
(including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments,
fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No
indemnification, hold harmless or exoneration rights shall be available under this Section 7.1 on account of Indemnitee’s conduct
which constitutes a breach of Indemnitee’s duties 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 applicable law.



 






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		7.2	Notwithstanding any limitation in Section
                                            3, 4, 5 or 7.1, except for 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, fines, penalties and amounts paid in settlement (including all interest,
                                            assessments and other charges paid or payable in connection with or in respect of such Expenses,
                                            judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred
                                            by Indemnitee in connection with the Proceeding.



 


		8	CONTRIBUTION
                                            IN THE EVENT OF JOINT LIABILITY



 


		8.1	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 judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or
                                            for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute
                                            to such payment, and the Company hereby waives and relinquishes any right of contribution
                                            it may have at any time against Indemnitee.



 


		8.2	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.



 


		8.3	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.



 


		9	EXCLUSIONS



 


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:


 






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		(a)	for which payment has actually been
                                            received by or on behalf of Indemnitee under any insurance policy or other indemnity or advancement
                                            provision and which payment has not subsequently been returned, 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)	prior to a Change in Control, other
                                            than as provided in Sections 14.5 and 14.6 hereof, 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.



 


		10	ADVANCES
                                            OF EXPENSES; DEFENSE OF CLAIM



 


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



 


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



 






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



 


		11	PROCEDURE
                                            FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION



 


		11.1	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 or matter 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.



 


		11.2	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 Indemnitee’s sole discretion. Following such a written
                                            application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification
                                            shall be determined according to Section 12.1 of this Agreement.



 


		12	PROCEDURE
                                            UPON APPLICATION FOR INDEMNIFICATION



 


		12.1	A
                                            determination, if required by applicable law, with respect to Indemnitee’s entitlement
                                            to indemnification shall be made in the specific case by one of the following methods, which
                                            shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors,
                                            even though less than a quorum of the Board (ii) by Independent Counsel in a written opinion
                                            to the Board, a copy of which shall be delivered to Indemnitee; or (iii) by vote of the shareholders
                                            by ordinary resolution. The Company will 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 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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		12.2	In
                                            the event the determination of entitlement to indemnification is to be made by Independent
                                            Counsel pursuant to Section 12.1 hereof, the Independent Counsel shall be selected as provided
                                            in this Section 12.2. 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 of this Agreement. If the Independent Counsel is selected
                                            by the Board, the Company shall give written notice to Indemnitee advising Indemnitee of
                                            the identity of the Independent Counsel so selected and certifying that the Independent Counsel
                                            so selected meets the requirements of “Independent Counsel” as defined in Section
                                            2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may,
                                            within ten (10) days after such written notice of selection shall have been received, deliver
                                            to the Company or to Indemnitee, as the case may be, a written objection to such selection;
                                            provided, however, that such objection may be asserted only on the ground that
                                            the Independent Counsel so selected does not meet the requirements of “Independent
                                            Counsel” as defined in 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 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 11.2 hereof, no
                                            Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee
                                            may petition the Delaware Court for resolution of any objection which shall have been made
                                            by the Company or Indemnitee to the other’s selection of Independent Counsel and/or
                                            for the appointment as Independent Counsel of a person selected by the Delaware Court, and
                                            the person with respect to whom all objections are so resolved or the person so appointed
                                            shall act as Independent Counsel under Section 12.1 hereof. Upon the due commencement of
                                            any judicial proceeding or arbitration pursuant to Section 14.1 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).



 


		12.3	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



 


		13.1	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 11.2 of this Agreement,
                                            and the Company shall have the burden of proof to overcome that presumption in connection
                                            with the making by any person, persons or entity of any determination contrary to that presumption.
                                            Neither the failure of the Company (including by its directors or Independent Counsel) to
                                            have made a determination prior to the commencement of any action pursuant to this Agreement
                                            that indemnification is proper in the circumstances because Indemnitee has met
the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that
Indemnitee has not met such applicable standard of conduct, 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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		13.2	If the person, persons or entity empowered
                                            or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled
                                            to indemnification shall not have made a determination within thirty (30) days after receipt
                                            by the Company of the request therefor, the requisite determination of entitlement to indemnification
                                            shall be deemed to have been made and Indemnitee shall, to the fullest extent permitted by
                                            applicable law and the Articles, be entitled to such indemnification, absent (i) a misstatement
                                            by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
                                            statement not materially misleading, in connection with the request for indemnification,
                                            or (ii) a final judicial determination that any or all such indemnification is expressly
                                            prohibited under applicable law; provided, however, that such 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.



 


		13.3	The termination of any Proceeding or of
                                            any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon
                                            a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided
                                            in this Agreement) of itself adversely affect the right of Indemnitee to indemnification
                                            or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee
                                            reasonably believed to be in or not opposed to the best interests of the Company or, with
                                            respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that
                                            Indemnitee’s conduct was unlawful.



 


		13.4	For purposes of any determination of good
                                            faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action
                                            is based on the records or books of account of the Enterprise, including financial statements,
                                            or on information supplied to Indemnitee by the directors, managers, managing members, or
                                            officers of the Enterprise in the course of their duties, or on the advice of legal counsel
                                            for the Enterprise, its Board, any committee of the Board or any director, trustee, general
                                            partner, manager or managing member or on information or records given or reports made to
                                            the Enterprise, its Board, any committee of the Board or any director, trustee, general partner,
                                            manager or managing member by an independent certified public accountant or by an appraiser
                                            or other expert selected by the Enterprise, its Board, any committee of the Board or any
                                            director, trustee, general partner, manager or managing member. The provisions of this Section
                                            13.4 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.



 


		13.5	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.



 






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		14	REMEDIES
                                            OF INDEMNITEE



 


		14.1	In the event that (i) a determination is
                                            made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification
                                            under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable
                                            law and the Articles, is not timely made pursuant to Section 10 of this Agreement, (iii)
                                            no determination of entitlement to indemnification shall have been made pursuant to Section
                                            12.1 of this Agreement within thirty (30) days after receipt by the Company of the request
                                            for indemnification, (iv) payment of indemnification is not made pursuant to Sections 5,
                                            6, 7 or the last sentence of Section 12.1 of this Agreement within ten (10) days after receipt
                                            by the Company of a written request therefor, (v) a contribution payment is not made in a
                                            timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification pursuant
                                            to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination
                                            has been made that Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee
                                            pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is
                                            not made 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 Indemnitee’s 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 provisions of Delaware law (without
                                            regard to its conflict of laws rules) shall apply to any such arbitration. The Company shall
                                            not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.



 


		14.2	In the event that a determination shall
                                            have been made pursuant to Section 12.1 of this Agreement 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. In any judicial
                                            proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed
                                            to be entitled to be indemnified, held harmless, exonerated and to receive advances of Expenses
                                            under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled
                                            to be indemnified, held harmless, exonerated and to receive advances of Expenses, as the
                                            case may be, and the Company may not refer to or introduce into evidence any determination
                                            pursuant to Section 12.1 of this Agreement 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).



 


		14.3	If a determination shall have been made
                                            pursuant to Section 12.1 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 14, absent (i) a misstatement by Indemnitee of a material fact, or an omission
of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification,
or (ii) a prohibition of such indemnification under applicable law.



 






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		14.4	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.



 


		14.5	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 Indemnitee’s
                                            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).



 


		14.6	Interest shall be paid by the Company to
                                            Indemnitee at a rate to be agreed between the Company and Indemnitee for amounts which the
                                            Company indemnifies, holds harmless or exonerates, or is obliged to indemnify, hold harmless
                                            or exonerate 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.



 


		15	SECURITY



 


Notwithstanding anything herein
to the contrary except for 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



 


		16.1	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) arising out of, or related
                                            to, any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status
                                            prior to such amendment, alteration or repeal. To the extent that a change in applicable
                                            law, whether by statute or judicial decision, permits greater indemnification, hold harmless
                                            or exoneration rights or advancement of Expenses than would be afforded currently under the
                                            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 indemnify
                                            Indemnitee to the fullest extent permitted by law. 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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		16.2	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 Indemnitee
                                            or incurred by or on behalf of Indemnitee or in such capacity as a director, officer, employee
                                            or agent of the Company, or arising out of Indemnitee’s status as such, whether or
                                            not the Company would have the power to indemnify Indemnitee against such liability under
                                            the provisions of this Agreement, as it may then be in effect. The purchase, establishment,
                                            and maintenance of any such Indemnification Arrangement shall not in any way limit or affect
                                            the rights and obligations of the Company or of Indemnitee under this Agreement except as
                                            expressly provided herein, and the execution and delivery of this Agreement by the Company
                                            and Indemnitee shall not in any way limit or affect the rights and obligations of the Company
                                            or the other party or parties thereto under any such Indemnification Arrangement.



 


		16.3	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,
                                            manager, managing member, fiduciary, employee or agent under such policy or policies. If,
                                            at the time the Company receives notice from any source of a Proceeding as to which Indemnitee
                                            is a party or a participant (as a witness, deponent or otherwise), the Company has director
                                            and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding
                                            to the insurers in accordance with the procedures set forth in the respective policies. The
                                            Company shall thereafter take all necessary or desirable action to cause such insurers to
                                            pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance
                                            with the terms of such policies.



 


		16.4	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.



 


		16.5	The Company’s obligation to indemnify,
                                            hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was serving
                                            at the request of the Company as a director, officer, trustee, partner, manager, managing
                                            member, fiduciary, employee or agent of any other Enterprise shall be reduced by any amount
                                            Indemnitee has actually received as indemnification, hold harmless or exoneration payments
                                            or advancement of expenses from such Enterprise. Notwithstanding any other provision of this
                                            Agreement to the contrary except for 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.



 






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		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, 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 of this Agreement) by reason of Indemnitee’s Corporate Status, whether or not Indemnitee is
acting in any such capacity at the time any liability or expense is incurred for which indemnification or advancement can be provided
under this Agreement.


 


		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 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, 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.


 


		19	ENFORCEMENT
                                            AND BINDING EFFECT



 


		19.1	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.



 


		19.2	Without limiting any of the rights of Indemnitee
                                            under the Articles as they may be amended from time to time, this Agreement constitutes the
                                            entire agreement between the parties hereto with respect to the subject matter hereof and
                                            supersedes all prior agreements and understandings, oral, written and implied, between the
                                            parties hereto with respect to the subject matter hereof.



 


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



 


		19.4	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.



 


		19.5	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 enforce this Agreement by seeking, among other things, injunctive
                                            relief and/or specific performance hereof, without any necessity of showing actual damage
                                            or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee
                                            shall not be precluded from seeking or obtaining any other relief to which Indemnitee may
                                            be entitled. The Company and Indemnitee further agree that Indemnitee shall 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.



 






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		20	MODIFICATION
                                            AND WAIVER



 


No supplement, modification
or amendment of this Agreement shall be binding unless executed in writing by the Company and Indemnitee. No waiver of any of the provisions
of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute
a continuing waiver.


 


		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 received for by the party to whom said notice or other communication shall have been directed, on such delivery, 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 shall provide
                                            in writing to the Company.



 


		(b)	If to the Company, to:

                                            

                                            Social Capital Hedosophia Holdings Corp. VI

                                            317 University Ave, Suite 200



Palo Alto,
CA 94301

Attn: Chief Executive Officer


 


With copies, which shall not constitute notice, to:


 


Hedosophia


Yalding House


152 Great
Portland Street


London, W1W
6AJ


United Kingdom


Attn: General
Counsel


 


and


 


Skadden, Arps,
Slate, Meagher & Flom LLP


300 South Grand Avenue, Suite 3400


Los Angeles, California 90071


Attn: Gregg A. Noel, Esq.


 






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


 


		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. Except
with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement, 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.


 


		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.


 


		24	MISCELLANEOUS



 


Use of the masculine pronoun
shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted
for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.


 


		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-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, 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 fulfil
its obligations under this Agreement.


 






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		27	WAIVER
                                            OF CLAIMS TO TRUST ACCOUNT



 


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.


 


		28	INTERPRETATION



 


In this Agreement:


 


		(a)	“written” and “in
                                            writing” include all modes of representing or reproducing words in visible form, including
                                            in the form of an Electronic Record;



 


		(b)	“shall” shall be construed
                                            as imperative and “may” shall be construed as permissive;



 


		(c)	references to provisions of any law
                                            or regulation shall be construed as references to those provisions as amended, modified,
                                            re-enacted or replaced;



 


		(d)	any phrase introduced by the terms “including”,
                                            “include”, “in particular” or any similar expression shall be construed
                                            as illustrative and shall not limit the sense of the words preceding those terms;



 


the term “and/or”
is used herein to mean both “and” as well as “or. ” The use of “and/or” in certain contexts in no
respects qualifies or modifies the use of the terms “and" or “or" in others. The term "or" shall not
be interpreted to be exclusive and the term “and” shall not be interpreted to require the conjunctive (in each case, unless
the context otherwise requires).


 


[Signature
Page Follows]


 






    19


     


    

 


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


 


	 	By:	/s/ James Ryans
	 	 	Name:	James Ryans
	 	 	Address:  	c/o Social Capital Hedosophia
	 	 	 	Holdings Corp. VI
	 	 	 	317 University Ave., Suite 200
	 	 	 	Palo Alto, CA 94301




 


	 	SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. VI
	 	 
	 	By:	/s/ Chamath Palihapitiya
	 	 	Name:	Chamath Palihapitiya
	 	 	Title:	Authorized Signatory




 


[Signature
Page to D&O’s Indemnity Agreements]