Exhibit
10.1







 


 


INDEMNIFICATION AGREEMENT



by and between



CLEAR SECURE, INC.


 


and


 


as Indemnitee


 


	 	 	 
	 	Dated as of [●], 2021	 
	 	 	 


 


 






     


     


    

 


TABLE OF CONTENTS


  




	 	Page
	ARTICLE 1 DEFINITIONS	2
	ARTICLE 2 INDEMNITY IN THIRD-PARTY PROCEEDINGS	7
	ARTICLE 3 INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY	7
	ARTICLE 4 INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL	8
	ARTICLE 5 INDEMNIFICATION FOR EXPENSES OF A WITNESS	8
	ARTICLE 6 ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS	8
	ARTICLE 7 CONTRIBUTION IN THE EVENT OF JOINT LIABILITY	9
	ARTICLE 8 EXCLUSIONS	9
	ARTICLE 9 ADVANCES OF EXPENSES; SELECTION OF LAW FIRM	10
	ARTICLE 10 PROCEDURE FOR NOTIFICATION; DEFENSE OF CLAIM; SETTLEMENT	11
	ARTICLE 11 PROCEDURE UPON APPLICATION FOR INDEMNIFICATION	11
	ARTICLE 12 PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS	13
	ARTICLE 13 REMEDIES OF INDEMNITEE	15
	ARTICLE 14 SECURITY	17
	ARTICLE 15 NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; PRIMACY OF INDEMNIFICATION; SUBROGATION	17
	ARTICLE 16 ENFORCEMENT AND BINDING EFFECT	19
	ARTICLE 17 MISCELLANEOUS	20



 






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INDEMNIFICATION AGREEMENT


 


Indemnification
Agreement, dated effective as of [●], 2021 (this “Agreement”), by and between Clear Secure, Inc., a Delaware
corporation (the “Company”), and [●] (“Indemnitee”). Capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in Article 1.


 


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


 


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


 


WHEREAS, the Company and Indemnitee further recognize
the substantial increase in corporate litigation in general, subjecting directors, officers, employees, agents and fiduciaries to expensive
litigation risks at the same time as the availability and scope of coverage of liability insurance provide increasing challenges for the
Company;


 


WHEREAS, the Company’s Second Amended and Restated
Certificate of Incorporation (as the same may be amended and/or restated from time to time, the “Certificate of Incorporation”)
requires indemnification of the officers and directors of the Company, and Indemnitee may also be entitled to indemnification pursuant
to applicable provisions of the Delaware General Corporation Law (“DGCL”);


 


WHEREAS, the Certificate of Incorporation and the
DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts
providing for indemnification may be entered into between the Company and members of the board of directors of the Company (the “Board”),
executive officers and other key employees of the Company;


 


WHEREAS, this Agreement is a supplement to and in
furtherance of the Certificate of Incorporation and any resolutions adopted pursuant thereto and shall not be deemed a substitute therefor
nor to diminish or abrogate any rights of Indemnitee thereunder (regardless of, among other things, any amendment to or revocation of
governing documents or any change in the composition of the Board or any Corporate Transaction); and


 


WHEREAS, Indemnitee will serve or continue to serve
as a director, officer or key employee of the Company for so long as Indemnitee is duly elected or appointed or until Indemnitee tenders
his or her resignation or is otherwise terminated by the Company.


 


NOW, THEREFORE, in consideration of the promises
and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:


 






     


     


    




 


ARTICLE
1



DEFINITIONS


 


As used in this Agreement:


 


1.1.           
“Affiliate” shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amended (as
in effect on the date hereof).


 


1.2.           
“Agreement” shall have the meaning set forth in the preamble.


 


1.3.           
“Beneficial Owner” and “Beneficial Ownership” shall have the meaning set forth in Rule 13d-3
under the Exchange Act (as in effect on the date hereof).


 


1.4.           
“Board” shall have the meaning set forth in the recitals.


 


1.5.           
“By-Laws” shall mean the Company’s First Amended and Restated By-Laws (as the same may be amended and/or
restated from time to time).


 


1.6.           
“Certificate of Incorporation” shall have the meaning set forth in the recitals.


 


1.7.           
“Change in Control” shall mean, and 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 Stock by Third Party. Any Person other than a Permitted Holder is or becomes the Beneficial Owner, directly
or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding
Voting Securities, unless (i) the change in the relative Beneficial Ownership of the Company’s securities by any Person results
solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors
or (ii) such acquisition was approved in advance by the Continuing Directors 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 appointment
or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least
a majority of the directors then still in office who were directors on the date hereof or whose appointment, election or nomination for
election was previously so approved or recommended by the directors referred to in this clause (b) (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 reorganization, merger or consolidation of the Company (in each case, a
 “Corporate Transaction”), unless following such Corporate Transaction: (i) all or substantially all of the individuals
and entities who were the Beneficial Owners of Voting Securities of the Company immediately prior to such Corporate Transaction beneficially
own, directly or indirectly, more than 50% of the combined voting power of the then outstanding Voting Securities of the Company or other
Person resulting from such Corporate Transaction (including, without limitation, a corporation or other Person that 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 of Voting Securities immediately prior to such Corporate Transaction; (ii) no
Person (excluding any corporation resulting from such Corporate Transaction or the Permitted Holders) is the Beneficial Owner, directly
or indirectly, of 50% or more of the combined voting power of the then outstanding Voting Securities of the Company or other Person resulting
from such Corporate Transaction, except to the extent that such ownership existed prior to such Corporate Transaction; and (iii) at
least a majority of the board of directors of the Company or other Person resulting from such Corporate Transaction were Continuing Directors
at the time of the execution of the initial agreement, or of the action of the Board, providing for such Corporate Transaction; or


 






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(d)                  
Other Events. The approval by the stockholders of the Company of a plan of complete liquidation or dissolution of the Company
or the consummation of an agreement or series of related agreements for the sale or other disposition, directly or indirectly, by the
Company of all or substantially all of the Company’s assets, other than such sale or other disposition by the Company of all or
substantially all of the Company’s assets to a Person, at least 50% of the combined voting power of the Voting Securities of which
are Beneficially Owned by (i) the stockholders of the Company immediately prior to such sale or (ii) the Permitted Holders.


 


1.8.           
“Company” shall have the meaning set forth in the preamble and shall also include, in addition to the resulting
corporation or other entity, any constituent corporation (including, without limitation, any constituent of a constituent) absorbed in
a consolidation or merger that, if its separate existence had continued, would have had power and authority to indemnify its directors,
officers, employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation,
or is or was serving at the request of such constituent corporation as a director, officer, manager, managing member, employee or agent
of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, Indemnitee shall stand in the
same position under the provisions of this Agreement with respect to the resulting or surviving corporation or other entity as Indemnitee
would have with respect to such constituent corporation if its separate existence had continued.


 


1.9.           
“Continuing Directors” shall have the meaning set forth in Section 1.7(b).


 


1.10.         
“Corporate Status” shall describe the status as such of a person who is or was a director, officer, trustee,
general partner, manager, managing member, fiduciary, employee or agent of the Company or of any other Enterprise which such person is
or was serving at the request of the Company.


 






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1.11.       
“Corporate Transaction” shall have the meaning set forth in Section
1.8(c).


 


1.12.       
“Delaware Court” shall mean the Court of Chancery of the State of Delaware.


 


1.13.       
“DGCL” shall have the meaning set forth in the recitals.


 


1.14.       
“Disinterested Director” shall mean a director of the Company who is not and was not a party to the Proceeding
in respect of which indemnification is sought by Indemnitee.


 


1.15.       
“Enterprise” shall mean the Company and any other corporation, constituent corporation (including, without limitation,
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.


 


1.16.       
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.


 


1.17.       
“Expenses” shall include all reasonable and documented out-of-pocket costs, expenses and fees, including, but
not limited to, attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating
costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types
customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to
be a witness in, settling or negotiating for the settlement of, responding to or objecting to a request to provide discovery in, or otherwise
participating in, any Proceeding. Expenses also shall include expenses incurred in connection with any appeal resulting from any Proceeding,
including, without limitation, the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal
bond or its equivalent 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. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments,
fines or penalties against Indemnitee.


 


1.18.       
“Indemnification Arrangements” shall have the meaning set forth in Section 15.2.


 


1.19.       
“Indemnitee” shall have the meaning set forth in the preamble.


 






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1.20.       
 “Indemnitee-Related Entities” shall mean any corporation, limited liability company, partnership, joint venture,
trust, employee benefit plan or other enterprise (other than the Company, any other Enterprise controlled by the Company or the insurer
under and pursuant to an insurance policy of the Company or any such controlled Enterprise) from whom an Indemnitee may be entitled to
indemnification or advancement of expenses with respect to which, in whole or in part, the Company or any other Enterprise controlled
by the Company may also have an indemnification or advancement obligation.


 


1.21.       
“Independent Counsel” shall mean a law firm, or a person admitted to practice law in any state of the United
States or the District of Columbia who is a member of a law firm, that is of outstanding reputation, experienced in matters of corporation
law and neither is as of the date of selection of such firm, nor has been during the period of three years immediately preceding the date
of selection of such firm, retained to represent: (a) the Company or Indemnitee in any material matter (other than with respect to
matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements); or (b) any
other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent
Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a
conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.
The Company agrees to pay the reasonable fees and expenses of the Independent Counsel 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. For purposes of this definition, a “material matter” shall mean any matter for which billings exceeded or are expected
to exceed $100,000.


 


1.22.       
“Permitted Holder” shall mean Alclear Investments I, LLC and Alclear Investments II, LLC and their respective
Affiliates and Related Parties.


 


1.23.       
“Person” shall have the meaning set forth in Sections 13(d) and 14(d) of the Exchange Act (as in effect on the
date hereof); provided, however, that the term “Person” shall exclude: (a) the Company; (b) any Subsidiaries
of the Company; and (c) any employee benefit plan of the Company or a Subsidiary of the Company or 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 corporation or other entity
owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of
the Company.


 


1.24.       
“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, pending or completed proceeding,
including, without limitation, any and all appeals, whether brought by or in the right of the Company or otherwise and whether of a civil
(including, without limitation, intentional or unintentional tort claims), criminal, administrative or investigative nature, whether
formal or informal, 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 or key employee of the Company, by reason of any action taken by or omission by Indemnitee, or of any
action or omission on Indemnitee’s part, while acting as a director or officer or key employee of the Company, or by reason of
the fact that Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member,
fiduciary, employee or agent of any other Enterprise; in each case whether or not acting or 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
or Section 145 of the DGCL; including any proceeding pending on or before the date of this Agreement but excluding any proceeding initiated
by Indemnitee to enforce Indemnitee’s rights under this Agreement or Section 145 of the DGCL.


 






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1.25.       
“Related Party” shall mean, with respect to any Person, (a) any controlling stockholder, controlling member,
general partner, Subsidiary, spouse or immediate family member (in the case of an individual) of such Person, (b) any estate, trust,
corporation, partnership or other entity, the beneficiaries, stockholders, partners or owners of which consist solely of one or more Permitted
Holders and/or such other Persons referred to in the immediately preceding clause (a), or (c) any executor, administrator, trustee,
manager, director or other similar fiduciary of any Person referred to in the immediately preceding clause (b), acting solely in such
capacity.


 


1.26.       
“Section 409A” shall have the meaning set forth in Section 17.2.


 


1.27.       
“Subsidiary” with respect to any Person, shall mean any corporation 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.


 


1.28.       
“Voting Securities” shall mean any securities of the Company (or a surviving entity as described in the definition
of a “Change in Control”) that vote generally in the election of directors (or similar body).


 


1.29.       
References to “fines” shall include any excise tax or penalty assessed on Indemnitee with respect to any employee
benefit plan; references to “other enterprise” shall include employee benefit plans; references to “serving
at the request of the Company” shall include, without limitation, any service as a director, officer, employee, agent or fiduciary
of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to
an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably
believed to be in the best interests of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to
have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.


 






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1.30.       
 The phrase “to the fullest extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable
law” shall include, but not be limited to: (a) to the fullest extent authorized or permitted by the provision of the DGCL that
authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement
of the DGCL and (b) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date
of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.


 


ARTICLE
2



INDEMNITY IN THIRD-PARTY PROCEEDINGS


 


Subject to Article 8, the Company shall indemnify,
hold harmless and exonerate Indemnitee in accordance with the provisions of this Article 2 if Indemnitee is, was or is threatened
to be made a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment
in its favor. Subject to Article 8, to the fullest extent not prohibited by applicable law, Indemnitee shall be indemnified against
all Expenses, judgments, fines, penalties and, subject to Section 10.3, 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 such conduct was unlawful.


 


ARTICLE
3



INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY


 


Subject to Article 8, the Company shall indemnify,
hold harmless and exonerate Indemnitee in accordance with the provisions of this Article 3 if Indemnitee is, was or is threatened
to be made a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Subject
to Article 8, to the fullest extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law,
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 for Expenses
shall be made under this Article 3 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged
(and not subject to further appeal) by a court of competent jurisdiction to be liable to the Company, except to the extent that the Delaware
Court or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.


 






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ARTICLE
4



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


 


Notwithstanding any other provisions of this Agreement,
to the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or
in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify, hold harmless and exonerate Indemnitee
against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. For the avoidance
of doubt, 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, then the Company shall indemnify, hold harmless and exonerate Indemnitee against
all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each resolved claim, issue
or matter, whether or not Indemnitee was wholly or partly successful; provided that Indemnitee shall only be entitled to indemnification
for Expenses with respect to unsuccessful claims under this Article 4 to the extent 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 such conduct was unlawful. For purposes of this Article 4 and without limitation, the termination
of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, or by settlement, shall be deemed to be a
successful result as to such claim, issue or matter.


 


ARTICLE
5



INDEMNIFICATION FOR EXPENSES OF A WITNESS


 


Notwithstanding any other provision of this Agreement,
to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness in any Proceeding to which Indemnitee is
not a party, Indemnitee shall be indemnified, held harmless and exonerated against all out-of-pocket Expenses actually and reasonably
incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.


 


ARTICLE
6



ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS


 


In addition to and notwithstanding any
limitations in Articles 2, 3 or 4, but subject to Article 8, the Company shall indemnify, hold
harmless and exonerate Indemnitee to the fullest extent not prohibited by (and not merely to the extent affirmatively permitted by)
law if Indemnitee is, was or is threatened to be made a party to or a participant in, 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, subject to Section
10.3, 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 the Proceeding.


 






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ARTICLE
7



CONTRIBUTION IN THE EVENT OF JOINT LIABILITY


 


7.1.           
To the fullest extent not prohibited by (and not merely to the extent affirmatively permitted by) law, if the indemnification 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
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.


 


7.2.           
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.


 


7.3.           
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 subject
to the other terms and provisions of the Agreement.


 


ARTICLE
8



EXCLUSIONS


 


8.1.           
Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity,
contribution or advancement of Expenses in connection with any claim made against Indemnitee:


 


(a)                  
except as provided in Section 15.4, to the extent payment thereunder has actually been made to or on behalf of Indemnitee
under any insurance policy of the Company or its Subsidiaries or other indemnity provision of the Company or its Subsidiaries, except
with respect to any excess beyond the amount paid under any insurance policy, contract, agreement, other indemnity provision or otherwise;
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 Exchange Act (or any similar successor statute) or similar provisions of state statutory
law or common law; or


 






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(c)                  
 in connection with any Proceeding (or any part of any Proceeding) initiated or brought voluntarily by Indemnitee, including, without
limitation, any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, managers,
managing members, employees or other indemnitees, other than a Proceeding initiated by Indemnitee to enforce its rights under this Agreement,
unless (i) the Board authorized the Proceeding (or any part of any Proceeding) or (ii) the Company provides the indemnification
payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or


 


(d)                  
for the payment of amounts required to be reimbursed to the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002,
as amended, or any similar successor statute; or


 


(e)                  
for any payment to Indemnitee that is determined to be unlawful by a final judgment or other adjudication of a court or arbitration,
arbitral or administrative body of competent jurisdiction as to which there is no further right or option of appeal or the time within
which an appeal must be filed has expired without such filing and under the procedures and subject to the presumptions of this Agreement


 


The exclusions in this Article 8 shall not
apply to affirmative defenses asserted or mandatory counterclaims made by Indemnitee in an action brought against Indemnitee.


 


ARTICLE
9



ADVANCES OF EXPENSES; SELECTION OF LAW FIRM


 


9.1.           
Subject to Article 8, the Company shall, unless prohibited by applicable law, advance the Expenses incurred by or on behalf
of Indemnitee in connection with any Proceeding within ten business days after the receipt by the Company of a statement or statements
requesting such advances, together with a reasonably detailed written explanation of the basis therefor and an itemization of legal fees
and disbursements in reasonable detail, from time to time, whether prior to or after final disposition of any Proceeding; provided
that, in the case of statements requesting advancement of Expenses relating to legal services, any references to legal work performed
or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with such
statement or accompanying documents. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s
ability to repay the expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions
of this Agreement. Indemnitee shall qualify for advances, to the fullest extent permitted by this Agreement, upon the execution and delivery
to the Company of this Agreement, which shall constitute an undertaking providing that Indemnitee undertakes to repay the advance if
and to the extent that it is ultimately determined, by final judicial decision of a court or arbitration, arbitral or administrative
body of competent jurisdiction from which there is no further right to appeal, that Indemnitee is not entitled to be indemnified by the
Company under the provisions of this Agreement or pursuant to applicable law. The right to advances under this paragraph shall in all
events continue until final disposition of any Proceeding, including any appeal therein. Nothing in this Article 9 shall limit
Indemnitee’s right to advancement pursuant to Article 13 of this Agreement.


 






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ARTICLE
10



PROCEDURE FOR NOTIFICATION; DEFENSE OF CLAIM; SETTLEMENT


 


10.1.       
Indemnitee shall, as a condition precedent to Indemnitee’s right to be indemnified under this Agreement, give the Company
notice in writing promptly of any claim made against Indemnitee for which indemnification will or could be sought under this Agreement;
provided, however, that a delay in giving such notice shall not deprive Indemnitee of any right to be indemnified under
this Agreement unless, and then only to the extent that, such delay is materially prejudicial to the defense of such claim. The omission
or delay to notify the Company will not relieve the Company from any liability for indemnification which it may have to Indemnitee otherwise
than under this Agreement. 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.


 


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


 


10.3.       
The Company shall have no obligation to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any claim
effected without the Company’s prior written consent, provided the Company has not breached its obligations hereunder. The Company
shall not settle any claim, including, without limitation, any claim in which it takes the position that Indemnitee is not entitled to
indemnification in connection with such settlement, nor shall the Company settle any claim which would impose any fine or obligation on
Indemnitee or attribute to Indemnitee any admission of liability, without Indemnitee’s prior written consent. Neither the Company
nor Indemnitee shall unreasonably withhold, delay or condition their consent to any proposed settlement.


 


ARTICLE
11



PROCEDURE UPON APPLICATION FOR INDEMNIFICATION


 


11.1.        Upon
written request by Indemnitee for indemnification pursuant to the first sentence of Section 10.1, a determination, if
required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (a) by a
majority of the Company’s stockholders, (b) if a Change in Control shall have occurred, by Independent Counsel in a written
opinion to the Board, a copy of which shall be delivered to Indemnitee; or (c) if a Change in Control shall not have occurred, (i)
by a majority vote of the Disinterested Directors (provided there is a minimum of three Disinterested Directors), even though less
than a quorum of the Board, (ii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested
Directors (provided there is a minimum of three Disinterested Directors), even though less than a quorum of the Board, or (iii) if
there are less than three Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written
opinion to the Board, a copy of which shall be delivered to Indemnitee, and, if it is so determined that Indemnitee is entitled to
indemnification, payment to Indemnitee shall be made within ten business days after such determination and any future amounts due to
Indemnitee shall be paid in accordance with this Agreement. Indemnitee shall cooperate with the Persons making such determination
with respect to Indemnitee’s entitlement to indemnification, including, without limitation, providing to such Persons 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, provided, that nothing contained in
this Agreement shall require Indemnitee to waive any privilege Indemnitee may have. Any costs or expenses (including, without
limitation, reasonable and documented attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the
Persons 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.


 






    11


     


    

 


11.2.        If
the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 11.1 hereof, the
Independent Counsel shall be selected as provided in this Section 11.2. If a Change in Control shall not have occurred, the
Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising Indemnitee of
the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be
selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding
sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent
Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within thirty days after such written
notice of selection shall have been given, 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 Article 1 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 or arbitration, arbitral or
administrative body has determined that such objection is without merit. If, within thirty days after submission by Indemnitee of a
written request for indemnification pursuant to Section 10.1 hereof, no Independent Counsel shall have been selected and not
objected to, either the Company or Indemnitee may seek arbitration 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 arbitrator or by such other person as the arbitrator 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 11.1 hereof. Such
arbitration referred to in the previous sentence shall be conducted by a single arbitrator pursuant to the Commercial Arbitration
Rules of the American Arbitration Association, and Article 13 hereof shall apply in respect of such arbitration and the
Company and Indemnitee. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 13.1 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


     


    

 


ARTICLE
12



PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS


 


12.1.       
In making a determination with respect to entitlement to indemnification hereunder, it shall be presumed that Indemnitee is entitled
to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 10.1
of this Agreement. Anyone seeking to overcome this presumption shall have the burden of proof to overcome such presumption. Neither the
failure of the Company (including by its Board, its Independent Counsel and its stockholders) 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 Board, its Independent Counsel and its stockholders)
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.


 


12.2.       
If Independent Counsel is empowered or selected under Article 11 of this Agreement to determine whether Indemnitee is entitled
to indemnification and shall not have made a determination within sixty days after such Person’s appointment as Independent Counsel
pursuant to Section 11.2, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee
shall be entitled to such indemnification, absent (a) 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
(b) a final judicial determination that any or all such indemnification is expressly prohibited under applicable law; provided,
however, that such sixty-day period may be extended for a reasonable time, not to exceed an additional thirty days, if Independent
Counsel in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto


 


12.3.        The
termination of any Proceeding or of any claim, issue or matter therein by judgment, order, settlement (with or without court
approval) or conviction, or upon a plea of guilty, nolo contender 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


     


    

 


12.4.       
For purposes of any determination of good faith pursuant to this Agreement, Indemnitee shall be deemed to have acted in good faith
if, among other things, 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 or officers of the Enterprise in the course of their duties, or on the advice
of legal counsel for the Enterprise, its board of directors, any committee of the board of directors or any director, or on information
or records given or reports made to the Enterprise, its board of directors, any committee of the board of directors or any director, by
an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise, its board
of directors, any committee of the board of directors or any director. The provisions of this Section 12.4 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. In any event, it shall be presumed that Indemnitee has at all times acted in good faith and in
a manner Indemnitee 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 to overcome such presumption.


 


12.5.       
The knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, 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.


 


12.6.       
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
to overcome such presumption.


 






    14


     


    

 


ARTICLE
13




REMEDIES OF INDEMNITEE


 


13.1.       
Subject to Section 13.7, in the event that (a) a determination is made pursuant to Article 11 of this Agreement
that Indemnitee is not entitled to indemnification under this Agreement, (b) advancement of Expenses is not timely made pursuant
to Article 9 of this Agreement, (c) no determination of entitlement to indemnification shall have been made pursuant to Section 11.1
of this Agreement within thirty days after receipt by the Company of the request for indemnification (and of reasonable documentation
and information which Indemnitee may be called upon to provide pursuant to Section 11.1) that does not include a request for Independent
Counsel, (d) payment of indemnification is not made pursuant to Articles 4, 5 or 6 or the last sentence of Section 11.1
of this Agreement within ten business days after receipt by the Company of a written request therefor, (e) a contribution payment
is not made in a timely manner pursuant to Article 7 of this Agreement, (f) payment of indemnification pursuant to Article
2, 3 or 6 of this Agreement is not made within ten days after a determination has been made that Indemnitee is entitled
to indemnification or (g) the Company or any representative thereof takes or threatens to take any action to declare this Agreement void
or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, Indemnitee the benefits
provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of his or her
entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an adjudication of Indemnitee’s
entitlement to such indemnification, contribution or advancement of Expenses in arbitration to be conducted by a single arbitrator mutually
selected by the parties hereto; provided, however, if the parties are unable to mutually agree on the selection of a single arbitrator
within fourteen (14) days after the service of a demand for arbitration, then the Company on the one hand and Indemnitee on the other
hand shall each select one arbitrator within ten (10) days  thereafter, and the two arbitrators so selected shall mutually agree
on a third (neutral) arbitrator within ten (10) days thereafter, and the panel of three arbitrators shall preside over the arbitration
with the majority rendering the binding decision upon the parties.  In the event that a single arbitrator is mutually selected, the
parties shall equally split the fees and costs of the arbitrator, and in the event that a panel of three arbitrators is selected then
the parties shall equally split the fees and costs of the neutral arbitrator and the Company shall be responsible for paying the fees
and costs of the arbitrator it selects and Indemnitee shall be responsible for paying the fees and costs of the arbitrator Indemnitee
selects. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. An award rendered
by such arbitration will be final and binding upon the parties hereto, and final judgment on the arbitration award may be entered in any
court of competent jurisdiction.


 






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13.2.        In
the event that a determination shall have been made pursuant to Section 11.1 of this Agreement that Indemnitee is not
entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Article 13 shall be conducted
in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse
determination. In any judicial proceeding or arbitration commenced pursuant to this Article 13, Indemnitee shall be presumed
to be entitled to receive indemnification and advances of Expenses under this Agreement and the Company shall have the burden of
proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and the Company may not refer
to or introduce into evidence any determination pursuant to Section 11.1 of this Agreement adverse to Indemnitee for any
purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Article 13, Indemnitee shall not be
required to reimburse the Company for any advances pursuant to Article 9 until a final determination is made with respect to
Indemnitee’s entitlement to indemnification (as to which all rights of appeal shall have been exhausted or lapsed).


 


13.3.       
If a determination shall have been made pursuant to Section 11.1 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 Article 13,
absent (a) 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 (b) a prohibition of such indemnification
under applicable law.


 


13.4.       
The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Article 13
that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or
before any such arbitrator that the Company is bound by all the provisions of this Agreement.


 


13.5.       
The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law against all Expenses and, if requested
by Indemnitee, shall (within ten business days after the Company’s receipt of such written request) advance to Indemnitee, to the
fullest extent permitted by applicable law, such Expenses which are incurred by Indemnitee in connection with any judicial proceeding
or arbitration brought by Indemnitee (a) to enforce his or her rights under, or to recover damages for breach of, this Agreement
or any other indemnification, advancement or contribution agreement or provision of the Certificate of Incorporation, or the By-Laws now
or hereafter in effect; or (b) 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, advancement, contribution
or insurance recovery, as the case may be (unless such judicial proceeding or arbitration was not brought by Indemnitee in good faith).


 


13.6.        Interest
shall be paid by the Company to Indemnitee at the legal rate under Delaware law for amounts which the Company indemnifies, or is
obliged to indemnify, for the period commencing with the date on which Indemnitee requests indemnification, or advancement of any
Expenses and ending with the date on which such payment is made to Indemnitee by the Company. Notwithstanding anything in this
Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made
prior to the final disposition of the Proceeding, including any appeal therein.


 






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ARTICLE
14



SECURITY


 


Notwithstanding anything herein to the contrary,
to the extent requested by Indemnitee and approved by the Board, the Company may, as permitted by applicable securities laws, 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.


 


ARTICLE
15



NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; PRIMACY OF INDEMNIFICATION; SUBROGATION


 


15.1.       
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 Certificate of Incorporation, the By-Laws, any agreement, a vote of stockholders or
a resolution of directors, or otherwise. To the extent that a change in applicable law, whether by statute or judicial decision, permits
greater indemnification or advancement of Expenses than would be afforded currently under the Certificate of Incorporation, the By-Laws
or 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.


 


15.2.        The
DGCL, the Certificate of Incorporation and the By-Laws 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 his or her status as such, whether or not the Company would have the power to indemnify Indemnitee against such liability under
the provisions of this Agreement or under the DGCL, 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.


 






    17


     


    

 


15.3.       
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 or otherwise), the Company has director and officer liability insurance in effect,
the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth
in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf
of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies and Indemnitee shall promptly
cooperate with any request by the Company or insurers in connection with such action.


 


15.4.        The
Company hereby acknowledges that Indemnitee has certain rights to indemnification, advancement of Expenses and/or insurance provided
by the Indemnitee-Related Entities. The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations
to Indemnitee are primary and any obligation of the Indemnitee-Related Entities to advance Expenses or to provide indemnification
for the same Expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full
amount of Expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, fines and
amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law
and as required by the terms of this Agreement and the Certificate of Incorporation or the By-Laws (or any other agreement between
the Company and Indemnitee), without regard to any rights Indemnitee may have against the Indemnitee-Related Entities and (iii) that
it irrevocably waives, relinquishes and releases the Indemnitee-Related Entities from any and all claims against the
Indemnitee-Related Entities for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further
agrees that no advancement or payment by the Indemnitee-Related Entities (or any insurer under a policy provided by the
Indemnitee-Related Entities) to or on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification
payment from the Company shall reduce or otherwise alter the rights of Indemnitee or the obligations of the Company hereunder. Under
no circumstance shall the Company be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities. In the
event that any of the Indemnitee-Related Entities (or any insurer under a policy provided by the Indemnitee-Related Entities) shall
make any advancement or payment to or on behalf of Indemnitee with respect to any claim for which Indemnitee has sought
indemnification from the Company, the Indemnitee-Related Entity making such payment shall have a right of contribution and/or be
subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The
Company and Indemnitee agree that the Indemnitee-Related Entities are express third party beneficiaries of the terms of this Section
15.4, entitled to enforce this Section 15.4 as though each of the Indemnitee-Related Entities were a party to this
Agreement.


 






    18


     


    

 


15.5.       
Except as provided in Section 15.4, 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 (other than against the Indemnitee-Related Entities or any insurer
under a policy provided by any of the Indemnitee-Related Entities), who shall take, at the request of the Company, all reasonable action
necessary to secure such rights, including, without limitation, execution of such documents as are necessary to enable the Company to
bring suit to enforce such rights.


 


15.6.       
Except as provided in Section 15.4, 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, officer, trustee, partner, managing member, fiduciary, employee or
agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification payments or advancement
of Expenses from such Enterprise. Notwithstanding any other provision of this Agreement to the contrary, (a) Indemnitee shall have
no obligation to reduce, offset, allocate, pursue or apportion any indemnification 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 (b) the Company shall perform fully its obligations under this Agreement without regard to whether Indemnitee
holds, may pursue or has pursued any indemnification, advancement, contribution or insurance coverage rights against any person or entity
other than the Company.


 


ARTICLE
16



ENFORCEMENT AND BINDING EFFECT


 


16.1.       
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 or continue 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 or continuing to serve as a director, officer or key employee of the Company.


 


16.2.        This
Agreement shall be effective as of the date set forth on the first page and may apply to acts or omissions of Indemnitee which
occurred prior to such date if Indemnitee was an officer, director, employee or other agent of the Company, or was serving at the
request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of another
corporation, limited liability company, partnership, joint venture, trust or other enterprise, at the time such act or omission
occurred.


 






    19


     


    

 


16.3.       
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 to prove, 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 he or she may be entitled. The Company and Indemnitee
further agree that Indemnitee shall be entitled to such specific performance and injunctive relief, including, without limitation, 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
the court, and the Company hereby waives any such requirement of such a bond or undertaking.


 


ARTICLE
17



MISCELLANEOUS


 


17.1.       
Successors and Assigns. This Agreement shall be binding upon the Company and its successors and assigns and shall inure
to the benefit of Indemnitee and Indemnitee’s assigns, heirs, executors and administrators. The Company shall require and cause
any successor (whether direct or indirect successor 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 reasonably 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.


 


17.2.        Section
409A. It is intended that any indemnification payment or advancement of Expenses made hereunder shall be exempt from Section
409A of the Internal Revenue Code of 1986, as amended, and the guidance issued thereunder (“Section 409A”)
pursuant to Treasury Regulation Section 1.409A-1(b)(10). Notwithstanding the foregoing, if any indemnification payment or
advancement of Expenses made hereunder shall be determined to be “nonqualified deferred compensation” within the meaning
of Section 409A, then (i) the amount of the indemnification payment or advancement of Expenses during one taxable year shall not
affect the amount of the indemnification payments or advancement of Expenses during any other taxable year, (ii) the indemnification
payments or advancement of Expenses must be made on or before the last day of the Indemnitee’s taxable year following the year
in which the expense was incurred and (iii) the right to indemnification payments or advancement of Expenses hereunder is not
subject to liquidation or exchange for another benefit.


 






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17.3.       
Severability. In the event that any provision of this Agreement is determined by a court to require the Company to do or
to fail to do an act which is in violation of applicable law, such provision (including, without limitation, any provision within a single
Article, Section, paragraph or sentence) shall be limited or modified in its application to the minimum extent necessary to avoid a violation
of law, and, as so limited or modified, such provision and the balance of this Agreement shall be enforceable in accordance with their
terms to the fullest extent permitted by law.


 


17.4.       
Entire Agreement. Without limiting any of the rights of Indemnitee under the Certificate of Incorporation, By-Laws or other
applicable law, 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.


 


17.5.       
Modification, Waiver and Termination. No supplement, modification, termination, cancellation or amendment of this Agreement
shall be binding unless executed in writing by each of the parties hereto. 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 Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. 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.


 


17.6.       
Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed
to have been duly given (a) if delivered by hand and receipted for by the party to whom said notice or other communication shall
have been directed or (b) mailed by certified or registered mail with postage prepaid on the third business day after the date on
which it is so mailed:


 


(i)       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.


 






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(ii)       If
to the Company, to:


 


Clear Secure, Inc.


65 East 55th Street, 17th Floor


New York, NY 10022


Attention: Matthew Levine, General Counsel and Chief Privacy
Officer


 


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


 


17.7.       
Applicable Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by,
and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except
with respect to any arbitration commenced by Indemnitee pursuant to Section 13.1 of this Agreement, to the fullest extent permitted
by law, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in
connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States
of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of
any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such
action or proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding
brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.
To the fullest extent permitted by law, the parties hereby agree that the mailing of process and other papers in connection with any such
action or proceeding in the manner provided by Section 17.6 or in such other manner as may be permitted by law, shall be valid
and sufficient service thereof.


 


17.8.       
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.


 


17.9.       
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.


 


17.10.   
Representation by Counsel. Each of the parties has been represented by and has had an opportunity to consult legal counsel
in connection with the negotiation and execution of this Agreement. No provision of this Agreement shall be construed against or interpreted
to the disadvantage of any party by any court or arbitrator or any governmental authority by reason of such party having drafted or being
deemed to have drafted such provision.


 






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17.11.    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 fulfill its obligations under this Agreement.


 


[Signature page follows]


 






    23


     


    

 


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


 


	 	COMPANY:
	 	 
	 	CLEAR
    SECURE, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	INDEMNITEE:
	 	 
	 	By:	 
	 	 	Name:
	 	 	 
	 	Address:






 


[Signature page to Indemnification Agreement]