Exhibit 10.4


 





INDEMNIFICATION
AGREEMENT


 


THIS
INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [_____], 2021 between G Squared
Ascend II Inc., a Cayman Islands exempted company (the “Company”), and [_____] (“Indemnitee”).


 


WITNESSETH
THAT:


 


WHEREAS,
highly competent persons have become more reluctant to serve companies and corporations as directors, 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 the company;


 


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. Although the furnishing of such insurance has been a customary
and widespread practice among United States-based corporations, 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, advisors and other persons in service to corporations, 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”) requires 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, officers and other persons
with respect to indemnification;


 


WHEREAS,
the uncertainties relating to such insurance and to 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, and to advance expenses
on behalf of, such persons to the fullest extent permitted by and the Articles so that they will serve or continue to serve the
Company free from undue concern that they will not be so indemnified;


 


WHEREAS,
this Agreement is a supplement to and in furtherance of the 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 does not regard the protection available under the Articles and insurance as adequate in the present circumstances,
and may not be willing to serve as an officer, director or advisor 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 be so indemnified. 





     


     


    

NOW,
THEREFORE, in consideration of Indemnitee’s agreement to serve as a director, officer or strategic advisor from and
after the date hereof, the parties hereto agree as follows:


 


1.            Indemnity of Indemnitee. The Company hereby
agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by applicable law and the Articles, as such may
be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:


 


(a)           Proceedings Other Than Proceedings by or in
the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a)
if, by reason of his Corporate Status (as hereinafter defined), the Indemnitee is, or is threatened to be made, a party to
or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant
to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties,
fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding
or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed
to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause
to believe the Indemnitee’s conduct was unlawful.


 


(b)           Proceedings by or in the Right of the Company.
Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate
Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right
of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably
incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in
good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided,
however, if and the Articles so provides, no indemnification against such Expenses shall be made in respect of any claim,
issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the
extent that a state or federal court in the Borough of Manhattan in the State of New York (the “NY Court”)
shall determine that such indemnification may be made.


 


(c)           Indemnification for Expenses of a Party Who
is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by
reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified
to the maximum extent permitted by applicable law and the Articles, as such may be amended from time to time, against all Expenses
actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such
Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such
Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf
in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the
termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be
a successful result as to such claim, issue or matter.


 


2.            Additional
Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section 1
of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments,
penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf if, by reason of his
Corporate Status, he is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or
in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive
wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement
shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures,
and subject to the presumptions, set forth in Sections 6 and 7 hereof) to be unlawful. 





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3.            Contribution.


 


(a)           Whether or not the indemnification provided in
Sections 1 and 2 hereof is available, in respect of any threatened, pending or completed action, suit or proceeding
in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company
shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring
Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have
against Indemnitee. The Company shall not enter into any settlement of any action, suit or proceeding in which the Company is
jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement provides for
a full and final release of all claims asserted against Indemnitee.


 


(b)           Without diminishing or impairing the obligations
of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee shall elect or be required to pay all or
any portion of any judgment or settlement in any threatened, pending or completed action, suit or proceeding in which the Company
is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall contribute to
the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by
Indemnitee in proportion to the relative benefits received by the Company and all officers, directors, advisors or employees of
the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding),
on the one hand, and Indemnitee, on the other hand, from the transaction or events from which such action, suit or proceeding
arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary
to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors, advisors
or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such action,
suit or proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the transaction or events that resulted
in such expenses, judgments, fines or settlement amounts, as well as any other equitable considerations which and the Articles
may require to be considered. The relative fault of the Company and all officers, directors, advisors or employees of the Company,
other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the
one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their
actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary
and the degree to which their conduct is active or passive.


 


(c)           The Company hereby agrees to fully indemnify
and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors, advisors or employees
of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.


 


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




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4.            Indemnification for Expenses of a Witness.
Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a
witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he shall
be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.


 


5.            Advancement of Expenses. Notwithstanding
any other provision of this Agreement, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection
with any Proceeding by reason of Indemnitee’s Corporate Status within thirty (30) days after the receipt by the Company
of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after
final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee
and shall include or be preceded or accompanied by a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced
if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses. Any advances and
undertakings to repay pursuant to this Section 5 shall be unsecured and interest free.


 


6.            Procedures and Presumptions for Determination
of Entitlement to Indemnification. It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are
as favorable as may be permitted under the Articles. Accordingly, the parties agree that the following procedures and presumptions
shall apply in the event of any question as to whether Indemnitee is entitled to indemnification under this Agreement:


 


(a)           To obtain indemnification under this Agreement,
Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as
is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled
to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the
Board in writing that Indemnitee has requested indemnification. Notwithstanding the foregoing, any failure of Indemnitee to provide
such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any liability
that it may have to Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests of
the Company.


 


(b)           Upon
written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination
with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods,
which shall be at the election of the Board: (i) by a majority vote of the disinterested directors, even though less than
a quorum, (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even
though less than a quorum, (iii) if there are no disinterested directors or if the disinterested directors so direct, by
independent legal counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee, or (iv) if
so directed by the Board, by the shareholders of the Company. For purposes hereof, disinterested directors are those members of
the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought by Indemnitee. 





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(c)           If the determination of entitlement to indemnification
is to be made by Independent Counsel pursuant to Section 6(b) hereof, the Independent Counsel shall be selected as
provided in this Section 6(c). The Independent Counsel shall be selected by the Board. Indemnitee may, within ten
(10) days after such written notice of selection shall have been given, deliver to the Company 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 13 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 a written objection is made and substantiated, the Independent Counsel
selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such
objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification
pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company
or Indemnitee may petition an NY Court or other court of competent jurisdiction for resolution of any objection which shall have
been made by the Indemnitee to the Company’s selection of Independent Counsel and/or for the appointment as Independent
Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to
whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 6(b)
hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel
in connection with acting pursuant to Section 6(b) hereof, and the Company shall pay all reasonable fees and expenses
incident to the procedures of this Section 6(c), regardless of the manner in which such Independent Counsel was selected
or appointed.


 


(d)           In making a determination with respect to entitlement
to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled
to indemnification under this Agreement. Anyone seeking to overcome this presumption shall have the burden of proof and the burden
of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or independent
legal 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 legal 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.


 


(e)           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
(as hereinafter defined), including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise
in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports
made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable
care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, advisor, agent
or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under
this Agreement. Whether or not the foregoing provisions of this Section 6(e) are satisfied, it shall in any event
be presumed that Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden
of persuasion by clear and convincing evidence. 





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(f)            If the person, persons or entity empowered or
selected under Section 6 to determine whether Indemnitee is entitled to indemnification shall not have made a determination
within sixty (60) 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 be entitled to such indemnification absent (i) a misstatement by Indemnitee
of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading,
in connection with the request for indemnification, or (ii) a prohibition of such indemnification under and the Articles;
provided, however, that such sixty (60) day period may be extended for a reasonable time, not to exceed an additional thirty
(30) days, if the person, persons or entity making such determination with respect to entitlement to indemnification in good faith
requires such additional time to obtain or evaluate documentation and/or information relating thereto and; provided, further,
that the foregoing provisions of this Section 6(f) shall not apply if the determination of entitlement to indemnification
is to be made by the shareholders pursuant to Section 6(b) of this Agreement and if (i) within fifteen (15) days
after receipt by the Company of the request for such determination, the Board or the Disinterested Directors, if appropriate,
resolve to submit such determination to the shareholders for their consideration at an annual meeting thereof to be held within
seventy-five (75) days after such receipt and such determination is made thereat, or (ii) a special meeting of shareholders
is called within fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such
purpose within sixty (60) days after having been so called and such determination is made thereat.


 


(g)          Indemnitee shall 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
Independent Counsel, member of the Board or shareholders of the Company shall act reasonably and in good faith in making a determination
regarding the Indemnitee’s entitlement to indemnification under this Agreement. 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 indemnifies and agrees to hold Indemnitee harmless therefrom.


 


(h)          The Company acknowledges that a settlement or
other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption
and uncertainty. In the event that any action, claim or proceeding to which Indemnitee is a party is resolved in any manner other
than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with
or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or
otherwise in such action, suit or proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the
burden of persuasion by clear and convincing evidence.


 


(i)           
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 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 conduct was unlawful. 





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7.            Remedies of Indemnitee.


 


(a)           In the event that (i) a determination is
made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement,
(ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination
of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within ninety (90) days after
receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement
within ten (10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not
made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination
is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication
in an appropriate NY Court, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification.
Indemnitee shall commence such proceeding seeking an adjudication within one hundred eighty (180) days following the date on which
Indemnitee first has the right to commence such proceeding pursuant to this Section 7(a). The Company shall not oppose
Indemnitee’s right to seek any such adjudication.


 


(b)           In the event that a determination shall have
been made pursuant to Section 6(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial
proceeding commenced pursuant to this Section 7 shall be conducted in all respects as a de novo trial
on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 6(b).


 


(c)           If a determination shall have been made pursuant
to Section 6(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such
determination in any judicial proceeding commenced pursuant to this Section 7, absent (i) a misstatement by Indemnitee
of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading
in connection with the application for indemnification, or (ii) a prohibition of such indemnification under and the Articles.


 


(d)           In the event that Indemnitee, pursuant to this
Section 7, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement,
or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company
shall pay on his behalf, in advance, any and all expenses (of the types described in the definition of Expenses in Section 13
of this Agreement) actually and reasonably incurred by him in such judicial adjudication, regardless of whether Indemnitee
ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery.


 


(e)           The
Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the
procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that
the Company is bound by all the provisions of this Agreement. The Company shall indemnify Indemnitee against any and all Expenses
and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefore) advance,
to the extent not prohibited by and the Articles, such expenses to Indemnitee, which are incurred by Indemnitee in connection
with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under
any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee
ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may
be. 





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


 


8.            Non-Exclusivity; Survival of Rights; Insurance;
Primacy of Indemnification; Subrogation.


 


(a)           The rights of indemnification as provided by
this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under and the
Articles, any agreement, a vote of shareholders, a resolution of directors of the Company, or otherwise. No amendment, alteration
or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in
respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal.
To the extent that a change in the laws of the Cayman Islands, whether by statute or judicial decision, permits greater indemnification
than would be afforded currently under the Articles and this Agreement, it is the intent of the parties hereto that Indemnitee
shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended
to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of
any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.


 


(b)           To the extent that the Company maintains an insurance
policy or policies providing liability insurance for directors, officers, advisors, employees, or agents or fiduciaries of the
Company or of any other company or corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that
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 director, officer, advisor, employee, agent or fiduciary
under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company
has directors’ and officers’ liability insurance in effect, the Company shall give prompt notice of the commencement
of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter
take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result
of such proceeding in accordance with the terms of such policies.


 


(c)           In the event of any payment under this Agreement,
the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute
all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary
to enable the Company to bring suit to enforce such rights.


 


(d)           The Company shall not be liable under this Agreement
to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received
such payment under any insurance policy, contract, agreement or otherwise.


 


(e)           The
Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the
Company as a director, advisor, officer, employee or agent of any other company or corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or
advancement of expenses from such other company or corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise. 





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9.            Exception to Right of Indemnification.
Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity
in connection with any claim made against Indemnitee:


 


(a)           for which payment has actually been made to or
on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the
amount paid under any insurance policy or other indemnity provision; provided, that the foregoing shall not affect the
rights of Indemnitee set forth in Section 8(c) above; or


 


(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 Securities
Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or


 


(c)           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, advisors, 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, in its sole discretion,
pursuant to the powers vested in the Company under and the Articles.


 


10.          Duration of Agreement. All agreements
and obligations of the Company contained herein shall continue during the period Indemnitee is an officer, director or advisor
of the Company (or is or was serving at the request of the Company as a director, officer, advisor, employee or agent of another
company or corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as Indemnitee
shall be subject to any Proceeding (or any proceeding commenced under Section 7 hereof) by reason of his Corporate
Status, whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which
indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger,
consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors
and personal and legal representatives.


 


11.          Security. 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 the Indemnitee.


 


12.          Enforcement.


 


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


 


(b)           This
Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes
all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter
hereof. 





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(c)           The Company shall not seek from a court, or agree
to, a “bar order” which would have the effect of prohibiting or limiting the Indemnitee’s rights to receive
advancement of expenses under this Agreement.


 


13.          Definitions. For purposes of this Agreement:


 


(a)           “Corporate Status” describes
the status of a person who is or was a director, officer, advisor, employee, agent or fiduciary of the Company or of any other
company or corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person is or was
serving at the express written request of the Company.


 


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


 


(c)           “Enterprise” shall mean the
Company and any other company or corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that
Indemnitee is or was serving at the express written request of the Company as a director, officer, advisor, employee, agent or
fiduciary.


 


(d)           “Expenses” shall include all
reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating
costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of
the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating,
or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery in any
Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding and any
federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under
this Agreement, including without limitation the premium, security for, and other costs relating to any cost bond, supersede as
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.


 


(e)           “Independent Counsel” means
a law firm, or a member of a law firm, that is experienced in matters of company or corporation 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. The Company agrees to pay the reasonable fees of the
Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and
damages arising out of or relating to this Agreement or its engagement pursuant hereto.


 


(f)            “Proceeding”
includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of
the Company or otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee was, is or will be
involved as a party or otherwise, by reason of his or her Corporate Status, by reason of any action taken by him or of any inaction
on his part while acting in his or her Corporate Status; in each case whether or not he is acting or serving in any such capacity
at the time any liability or expense is incurred for which indemnification can be provided under this Agreement; including one
pending on or before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant to Section 7
of this Agreement to enforce his rights under this Agreement. 





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14.          Severability. The invalidity or unenforceability
of any provision hereof shall in no way affect the validity or enforceability of any other provision. Without limiting the generality
of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights to the fullest extent permitted
by and the Articles. In the event any provision hereof conflicts with any and the Articles, such provision shall be deemed modified,
consistent with the aforementioned intent, to the extent necessary to resolve such conflict.


 


15.          Modification and Waiver. No supplement,
modification, termination or amendment of this Agreement shall be binding unless executed in writing by both of 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 hereof
(whether or not similar) nor shall such waiver constitute a continuing waiver.


 


16.          Notice By Indemnitee. Indemnitee agrees
promptly to notify the Company in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint,
indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification covered
hereunder. The failure to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee
under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudices the Company.


 


17.          Notices. All notices and other communications
given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery
to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours
of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered
or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized
overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent:


 


(a)          To Indemnitee at the address set forth below
Indemnitee signature hereto.


 


(b)          To the Company at:


 


G
Squared Ascend II Inc.


205
N Michigan Ave.


Suite
3770


Chicago,
IL 60601 


 


With
a copy (which shall not constitute notice) to:


 


Daniel
Espinoza


Goodwin
Procter LLP

601 Marshall Street


Redwood
City, CA 94063


 


or
to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may
be. 





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18.           Counterparts. This Agreement may be executed
in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and
the same Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying
with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart
so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 


19.           Headings. 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.


 


20.           Governing 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. 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 appropriate NY 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 NY 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 NY Court, and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding
brought in the NY Court has been brought in an improper or inconvenient forum.


 


[Signature
Page To Follow] 




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IN
WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement on and as of the day and year first above
written.


 





	 	COMPANY:	 
	 	 	 	 
	 	G Squared Ascend II Inc.
	 	 	 	 
	 	By:	      	      
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	    	INDEMNITEE:	 
	 	 	 	 
	    	     	    	        




 





	 	Address:	      
	 	 	     
	 	 	      




 


[Signature
Page to Indemnification Agreement]