Exhibit 10.3


 


FORM OF INDEMNIFICATION AGREEMENT


 


This Indemnification Agreement (“Agreement”)
is made as of [•], 2021 by and between Fifth Wall Acquisition Corp. II, a Delaware corporation (the “Company”),
and [•] (“Indemnitee”).


 


RECITALS


 


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 services to the Company, the Company wishes to provide for the indemnification of, and advancement of expenses to, Indemnitee
to the maximum extent permitted by law;


 


WHEREAS, the Certificate of Incorporation
(the “Charter”) and the Bylaws (the “Bylaws”) of the Company require indemnification of the
officers and directors of the Company, and Indemnitee may also be entitled to indemnification pursuant to the General Corporation
Law of the State of Delaware (the “DGCL”);


 


WHEREAS, the Charter, the Bylaws and the
DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts
may be entered into between the Company and members of the board of directors, officers and other persons with respect to indemnification;


 


WHEREAS, the Board of Directors of the Company
(the “Board”) has determined that the increased difficulty in attracting and retaining highly qualified persons
such as Indemnitee is detrimental to the best interests of the Company’s stockholders;


 


WHEREAS, it is reasonable and prudent for
the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent
permitted by applicable law, regardless of any amendment or revocation of the Charter or the Bylaws, so that they will serve the
Company free from undue concern that they will not be so indemnified; and


 


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


 


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


 


Section 1.              Services to the Company. Indemnitee agrees to serve as a director of the Company. Indemnitee may at any time and
for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by law), in which
event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not
be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee.




     


     


    


Section 2.              Definitions. As used in this Agreement:


 


(a)           “Change in Control” shall mean (i) the sale of all or substantially all of the assets of the Company
on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the
holders of the Company’s outstanding voting power and outstanding stock immediately prior to such transaction do not own
a majority of the outstanding voting power and outstanding stock or other equity interests of the resulting or successor entity
(or its ultimate parent, if applicable) immediately upon completion of such transaction, (iii) the sale of all of the Stock of
the Company to an unrelated person, entity or group thereof acting in concert, or (iv) any other transaction in which the owners
of the Company’s outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding
voting power of the Company or any successor entity immediately upon completion of the transaction other than as a result of the
acquisition of securities directly from the Company.


 


(b)           “Corporate Status” describes the status of a person as a current or former director of the Company or
current or former director, manager, partner, officer, employee, agent or trustee of any other Enterprise which such person is
or was serving at the request of the Company.


 


(c)           “Enforcement Expenses” shall include all reasonable attorneys’ fees, court costs, transcript costs,
fees of experts, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees,
and all other out-of-pocket disbursements or expenses of the types customarily incurred in connection with an action to enforce
indemnification or advancement rights, or an appeal from such action. Expenses, however, shall not include fees, salaries, wages
or benefits owed to Indemnitee.


 


(d)           “Enterprise” shall mean any corporation (other than the Company), partnership, joint venture, trust,
employee benefit plan, limited liability company, or other legal entity of which Indemnitee is or was serving at the request of
the Company as a director, manager, partner, officer, employee, agent or trustee.


 


(e)           “Expenses” shall include all reasonable attorneys’ fees, court costs, transcript costs, fees of
experts, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and
all other out-of-pocket 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, or otherwise participating in, a Proceeding
or an appeal resulting from a Proceeding. Expenses, however, shall not include amounts paid in settlement by Indemnitee, the amount
of judgments or fines against Indemnitee or fees, salaries, wages or benefits owed to Indemnitee.




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(f)            “Independent Counsel” means a law firm, or a partner (or, if applicable, member or shareholder) of such
a law firm, that is experienced in matters of Delaware corporation law and neither presently is, nor in the past five (5) years
has been, retained to represent: (i) the Company, any subsidiary of the Company, any Enterprise or Indemnitee in any matter material
to any such party; 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 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.


 


(g)           The term “Proceeding” shall include 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 in the right of the Company or otherwise and whether of a civil, criminal, administrative, regulatory or investigative
nature, and whether formal or informal, in which Indemnitee was, is or will be involved as a party or otherwise by reason of the
fact that Indemnitee is or was a director of the Company or is or was serving at the request of the Company as a director, manager,
partner, officer, employee, agent or trustee of any Enterprise or by reason of any action taken by Indemnitee or of any action
taken on his or her part while acting as a director of the Company or while serving at the request of the Company as a director,
manager, partner, officer, employee, agent or trustee of any Enterprise, in each case whether or not serving in such capacity at
the time any liability or expense is incurred for which indemnification, reimbursement or advancement of expenses can be provided
under this Agreement; provided, however, that the term “Proceeding” shall not include any action, suit
or arbitration, or part thereof, initiated by Indemnitee to enforce Indemnitee’s rights under this Agreement as provided
for in Section 12(a) of this Agreement.


 


Section 3.              Indemnity in Third-Party Proceedings. The Company shall indemnify Indemnitee to the extent set forth in this Section
3 if Indemnitee is, 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. Pursuant to this Section 3, Indemnitee shall be indemnified against
all Expenses, judgments, fines, penalties, excise taxes, and amounts paid in settlement actually and reasonably incurred by Indemnitee
or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of
a criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful.


 


Section 4.              Indemnity in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee to the extent
set forth in this Section 4 if Indemnitee is, 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. Pursuant to this Section 4, Indemnitee shall be indemnified against
all Expenses actually and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim,
issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the Company. No indemnification for Expenses shall be made under this Section 4 in respect of any claim,
issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only
to the extent that the Delaware Court of Chancery (the “Delaware Court”) shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled
to indemnification for such expenses as the Delaware Court shall deem proper.




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Section 5.              Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions
of this Agreement and except as provided in Section 7, to the extent that Indemnitee is a party to or a participant in any Proceeding
and is successful in such Proceeding or in defense of any claim, issue or matter therein, the Company shall indemnify Indemnitee
against all Expenses actually and reasonably incurred by him or her in connection therewith. If Indemnitee is not wholly successful
in such Proceeding but is successful 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 Indemnitee or on his or her 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.


 


Section 6.              Reimbursement for Expenses of a Witness or in Response to a Subpoena. Notwithstanding any other provision of this
Agreement, to the extent that Indemnitee, by reason of his or her Corporate Status, (i) is a witness in any Proceeding to which
Indemnitee is not a party and is not threatened to be made a party or (ii) receives a subpoena with respect to any Proceeding to
which Indemnitee is not a party and is not threatened to be made a party, the Company shall reimburse Indemnitee for all Expenses
actually and reasonably incurred by him or her or on his or her behalf in connection therewith.


 


Section 7.              Exclusions. Notwithstanding any provision in this Agreement to the contrary, the Company shall not be obligated under
this Agreement:


 


(a)           to indemnify for amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the
extent that Indemnitee has otherwise actually received such amounts under any insurance policy, contract, agreement or otherwise;


 


(b)          to indemnify 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;


 


(c)           to indemnify with respect to any Proceeding, or part thereof, brought by Indemnitee against the Company, any legal entity
which it controls, any director or officer thereof or any third party, unless (i) the Board has consented to the initiation of
such Proceeding or part thereof and (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers
vested in the Company under applicable law; provided, however, that this Section 7(d) shall not apply to (A) counterclaims
or affirmative defenses asserted by Indemnitee in an action brought against Indemnitee or (B) any action brought by Indemnitee
for indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability
insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought as described
in Section 12; or




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(d)          to provide any indemnification or advancement of expenses that is prohibited by applicable law (as such law exists at the
time payment would otherwise be required pursuant to this Agreement).


 


Section 8.              Advancement of Expenses. Subject to Section 9(b), the Company shall advance, to the extent not prohibited by law,
the Expenses incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within thirty (30) days
after the receipt by the Company of a statement or statements requesting such advances (including any invoices received by Indemnitee,
which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) from time to
time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall
be made without regard to Indemnitee’s (i) ability to repay the expenses, (ii) ultimate entitlement to indemnification under
the other provisions of this Agreement, and (iii) entitlement to and availability of insurance coverage, including advancement,
payment or reimbursement of defense costs, expenses or covered loss under the provisions of any applicable insurance policy (including,
without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the insurer(s)).
Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an
undertaking providing that Indemnitee undertakes to the fullest extent required by law to repay the advance if and to the extent
that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee
is not entitled to be indemnified by the Company. 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 Section 8 shall limit Indemnitee’s right
to advancement pursuant to Section 12(e) of this Agreement.


 


Section 9.              Procedure for Notification and Defense of Claim.


 


(a)           To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request therefor specifying
the basis for the claim, the amounts for which Indemnitee is seeking payment under this Agreement, and all documentation related
thereto as reasonably requested by the Company.


 


(b)          In the event that the Company shall be obligated hereunder to provide indemnification for or make any advancement of Expenses
with respect to any Proceeding, the Company shall be entitled to assume the defense of such Proceeding, or any claim, issue or
matter therein, with counsel approved by Indemnitee (which approval shall not be unreasonably withheld or delayed) upon the delivery
to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel
by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement
for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Proceeding;
provided that (i) Indemnitee shall have the right to employ separate counsel in any such Proceeding at Indemnitee’s
expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B)
Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct
of such defense, or (C) the Company shall not continue to retain such counsel to defend such Proceeding, then the fees and expenses
actually and reasonably incurred by Indemnitee with respect to his or her separate counsel shall be Expenses hereunder.




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(c)           In the event that the Company does not assume the defense in a Proceeding pursuant to paragraph (b) above, then the Company
will be entitled to participate in the Proceeding at its own expense.


 


(d)          The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding
effected without its prior written consent (which consent shall not be unreasonably withheld or delayed). Without limiting the
generality of the foregoing, the fact that an insurer under an applicable insurance policy delays or is unwilling to consent to
such settlement or is or may be in breach of its obligations under such policy, or the fact that directors’ and officers’
liability insurance is otherwise unavailable or not maintained by the Company, may not be taken into account by the Company in
determining whether to provide its consent. The Company shall not, without the prior written consent of Indemnitee (which consent
shall not be unreasonably withheld or delayed), enter into any settlement which (i) includes an admission of fault of Indemnitee,
any non-monetary remedy imposed on Indemnitee or any monetary damages for which Indemnitee is not wholly and actually indemnified
hereunder or (ii) with respect to any Proceeding with respect to which Indemnitee may be or is made a party or may be otherwise
entitled to seek indemnification hereunder, does not include the full release of Indemnitee from all liability in respect of such
Proceeding.


 


Section 10.            Procedure Upon Application for Indemnification.


 


(a)           Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination
is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the
specific case by one of the following methods: (x) if a Change in Control shall have occurred, by Independent Counsel in a written
opinion to the Board; or (y) if a Change in Control shall not have occurred: (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; or (iii) if there are no disinterested directors or if the disinterested directors so
direct, by Independent Counsel in a written opinion to the Board. 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. In the case that
such determination is made by Independent Counsel, a copy of Independent Counsel’s written opinion shall be delivered to
Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within
forty-five (45) days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable,
in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel
or the Company, 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 out-of-pocket
costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee
in so cooperating with the Independent Counsel or the Company 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.




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(b)          If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a), the
Independent Counsel shall be selected by the Board if a Change in Control shall not have occurred or, if a Change in Control shall
have occurred, by Indemnitee. Indemnitee or the Company, as the case may be, may, within ten (10) days after written notice of
such selection, deliver to the Company or Indemnitee, as the case may be, a written objection to such selection; provided,
however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the
requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth
with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act
as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve
as Independent Counsel unless and until such objection is withdrawn or the Delaware Court has determined that such objection is
without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification
pursuant to Section 9(a), and (ii) the final disposition of the Proceeding, including any appeal therein, no Independent Counsel
shall have been selected without objection, either Indemnitee or the Company may petition the Delaware Court for resolution of
any objection which shall have been made by Indemnitee or the Company to the 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. The person with
respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a)
hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) 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).


 


(c)          
Notwithstanding anything to the contrary contained in this Agreement, the determination of entitlement to
indemnification under this Agreement shall be made without regard to the Indemnitee’s entitlement to and availability
of insurance coverage, including advancement, payment or reimbursement of defense costs, expenses or covered loss under the
provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or
reimbursement is withheld, conditioned or delayed by the insurer(s)).


 


Section 11.            Presumptions and Effect of Certain Proceedings.


 


(a)           To the extent permitted by applicable law, 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 9(a) of this Agreement, and the Company shall have the burden of proof to overcome
that presumption in connection with the making of any determination contrary to that presumption.




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


 


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


 


Section 12.            Remedies of Indemnitee.


 


(a)           Subject to Section 12(f), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee
is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8
of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this
Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to
be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to
Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within forty-five (45) days after receipt by the Company
of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary
to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of
this Agreement is not made within forty-five (45) days after a determination has been made that Indemnitee is entitled to indemnification,
Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her entitlement to such indemnification or advancement.
Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant
to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking
an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence
such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply
in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall
not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.


 


(b)          In the event that a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is not
entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in
all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse
determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, the Company shall have the burden
of proving Indemnitee is not entitled to indemnification or advancement, as the case may be.




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(c)           If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12,
absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification
under applicable law.


 


(d)           The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section
12 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.


 


(e)           The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and,
if requested by Indemnitee, shall (within forty-five (45) days after receipt by the Company of a written request therefor) advance,
to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with
any action brought by Indemnitee for indemnification or advancement from the Company under this Agreement or under any directors’
and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement
is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement
Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures
made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice.


 


(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, including any appeal therein.


 


Section 13.            Non-exclusivity; Survival of Rights; Insurance; Subrogation.


 


(a)           The rights of indemnification and to receive advancement 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 Charter, the Bylaws, any agreement,
a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any
provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted
by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in
Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement than would be afforded currently
under the Charter, Bylaws 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.




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(b)           To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, managers,
partners, officers, employees, agents or trustees of the Company or of any other Enterprise, 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,
manager, partner, officer, employee, agent or trustee 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 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.


 


(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’s obligation to provide indemnification or advancement hereunder to Indemnitee who is or was serving at
the request of the Company as a director, manager, partner, officer, employee, agent or trustee of any other Enterprise shall be
reduced by any amount Indemnitee has actually received as indemnification or advancement from such other Enterprise.


 


Section 14.           
Duration of Agreement. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after
the date that Indemnitee shall have ceased to serve as a director of the Company or (b) one (1) year after the final termination
of any Proceeding, including any appeal, then pending in respect of which Indemnitee is granted rights of indemnification or advancement
hereunder and of any proceeding commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto. This Agreement
shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his or her heirs,
executors and administrators. The Company shall require and cause any successor (whether direct or indirect by purchase, merger,
consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written
agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform if no such succession had taken place.


 


Section 15.           
Waiver of Claims Against Trust Account. Notwithstanding anything to the contrary in this Agreement, the Indemnitee
and the Company, on behalf of itself, its affiliates, its and their equityholders and any of its or their respective representatives
(i) acknowledges and agrees that (A) the Company has established a trust account for the benefit of the Company and certain
of its existing equityholders, and (B) none of the Indemnitee, the Company, its or their affiliates, its or their respective equityholders
or any of its or their respective representatives has any right, title, interest or claim of any kind arising from this Agreement
or otherwise in or to any monies in such trust account or any distributions or payments therefrom (each, a “Claim”)
and (ii) hereby waives any Claim arising from this Agreement or otherwise and agrees not to seek recourse against such trust account
for any reason whatsoever.




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Section 16.           
Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable
for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including,
without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or
unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall
remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent
necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest
extent possible, the provisions of this Agreement (including, without limitation, each portion of any section of this Agreement
containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable)
shall be construed so as to give effect to the intent manifested thereby.


 


Section 17.           
Enforcement.


 


(a)           The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on
it hereby in order to induce Indemnitee to serve as a director of the Company, and the Company acknowledges that Indemnitee is
relying upon this Agreement in serving as a director 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; provided, however, that this Agreement is a supplement to and in furtherance of the Charter, the Bylaws
and applicable law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.


 


Section 18.           
Modification and Waiver. No supplement, modification or amendment, or waiver of any provision, of this Agreement
shall be binding unless executed in writing by the parties thereto. 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.
No supplement, modification or amendment 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 prior to such supplement, modification or amendment.


 


Section 19.           
Notice by Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons,
citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject
to indemnification, reimbursement or advancement as provided hereunder. The failure of Indemnitee to so notify the Company shall
not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise.




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Section 20.           
Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall
be deemed to have been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication
shall have been directed, (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the
date on which it is so mailed, (iii) mailed by reputable overnight courier and receipted for by the party to whom said notice or
other communication shall have been directed or (iv) sent by facsimile transmission, with receipt of oral confirmation that such
transmission has been received:


 


(a)           If to Indemnitee, at such address as Indemnitee shall provide to the Company.


 


(b)           If to the Company to:


 


Fifth Wall Acquisition Corp. II

6060 Center Drive 10th Floor

Los Angeles, California 90045

Attention: Brendan Wallace


 


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


 


Section 21.           
Contribution. To the fullest extent permissible under applicable law, 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 Proceeding in such proportion as is deemed fair and reasonable in light of all of the
circumstances in order to reflect (i) the relative benefits received by the Company and Indemnitee in connection with the event(s)
and/or transaction(s) giving rise to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers,
employees and agents) and Indemnitee in connection with such event(s) and/or transactions.


 


Section 22.           
Internal Revenue Code Section 409A. The Company intends for this Agreement to comply with the Indemnification exception
under Section 1.409A-1(b)(10) of the regulations promulgated under the Internal Revenue Code of 1986, as amended (the “Code”),
which provides that indemnification of, or the purchase of an insurance policy providing for payments of, all or part of the expenses
incurred or damages paid or payable by Indemnitee with respect to a bona fide claim against Indemnitee or the Company do not provide
for a deferral of compensation, subject to Section 409A of the Code, where such claim is based on actions or failures to act by
Indemnitee in his or her capacity as a service provider of the Company. The parties intend that this Agreement be interpreted and
construed with such intent.




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Section 23.           
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 12(a) of this Agreement, the Company and Indemnitee
hereby irrevocably and unconditionally (i) 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, (ii) 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, (iii) consent to service of process at the address set forth
in Section 19 of this Agreement with the same legal force and validity as if served upon such party personally within the State
of Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (v) 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.


 


Section 24.           
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.


 


Section 25.           
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.


 


[Remainder of Page Intentionally Left Blank]






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


 





	 	FIFTH WALL ACQUISITION CORP. II
	 	 	 
	 	By:	    
	 	Name:	
	 	Title:	
	 	 	 
	 	[Name of Indemnitee]