Exhibit 10.27


 


FORM OF INDEMNIFICATION AGREEMENT


 


THIS
INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between
BLADE AIR MOBILITY, INC., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).


 


RECITALS


 





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


 


WHEREAS,
the board of directors of the Company (the “Board”) has determined that, in order to attract and retain
qualified individuals as directors and officers, the Company will attempt to maintain on an ongoing basis, at its sole expense,
liability insurance to protect such persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing
of such insurance has been a customary and widespread practice among United States-based corporations and other business enterprises,
the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only
at higher premiums and with more exclusions. At the same time, directors and officers are being increasingly subjected to expensive
and time-consuming litigation. The Second Amended and Restated Certificate of Incorporation (the “Charter”)
and the Bylaws (the “Bylaws”) of the Company require indemnification of the officers and directors of
the Company. Indemnitee may also be entitled to indemnification pursuant to applicable provisions of the Delaware General Corporation
Law (“DGCL”). The Charter, 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, hold harmless, exoneration, advancement
and reimbursement rights;


 


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


 


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


 


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


 


WHEREAS,
this Agreement is a supplement to and in furtherance of the Charter and 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; and


 


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


 


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


 






     


     


    

 


TERMS AND CONDITIONS


 





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


 


2. DEFINITIONS. As used in this Agreement:


 


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


 


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


 


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


 


(i) Acquisition of Stock by Third
Party. Any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the
Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities
entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s
securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled
to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as
defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;


 


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


 


(iii) Corporate Transactions.
The effective date of a reorganization, merger, asset acquisition, stock (or other equity interest) purchase or exchange, consolidation
or other business combination involving the Company (a “Business Combination”), in each case, unless,
following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners
of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially
own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then outstanding securities
of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s
assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their
ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors;
(2) no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly,
of 50% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors
of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least
a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at
the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;


 


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


 






     


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(j) “Fines” shall include all fines,
including without limitation any excise tax assessed on Indemnitee with respect to any employee benefit plan and any fines imposed
on Indemnitee by any governmental authority.


 


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


 


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


 






     


     


    

 


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


 


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


 


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


 


3. INDEMNITY IN THIRD-PARTY PROCEEDINGS. To the
fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance
with the provisions of this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as
a witness, deponent or otherwise) in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment
in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 3, Indemnitee shall be indemnified,
held harmless and exonerated against all Expenses, judgments, liabilities, Fines, penalties and amounts paid in settlement (including
all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, Fines,
penalties and amounts paid in settlement) actually, and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection
with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably
believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable
cause to believe that Indemnitee’s conduct was unlawful.


 


4. INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE
COMPANY. To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee
in accordance with the provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to or a
participant (as a witness, deponent or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in
its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee shall be indemnified,
held harmless and exonerated against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf
in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification,
hold harmless or exoneration for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as
to which Indemnitee shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless
and only to the extent that any court in which the Proceeding was brought or the Delaware Court shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably
entitled to indemnification, to be held harmless or to exoneration.


 


5. INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY
OR PARTLY SUCCESSFUL. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee was or is,
by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise,
in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest
extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably
incurred by Indemnitee in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on
the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall,
to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually
and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue
or matter. For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such
a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.


 






     


     


    

 


6. INDEMNIFICATION FOR EXPENSES OF A WITNESS.
Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate
Status, a witness or deponent in any Proceeding to which Indemnitee was or is not a party or threatened to be made a party, Indemnitee
shall, to the fullest extent permitted by applicable law, be indemnified, held harmless and exonerated against all Expenses actually
and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.


 


7. CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.


 


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


 


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


 


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


 


8. EXCLUSIONS. Notwithstanding any provision
in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification, advance of Expenses, hold
harmless or exoneration payment in connection with any claim made against Indemnitee:


 


(a) for which payment has actually been received by or on behalf
of Indemnitee under any insurance policy, contract, agreement or other indemnity or advancement provision or otherwise, except
(i) with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity
or advancement provision or otherwise and (ii) as provided in Section 9 of this Agreement;


 


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


 


(c) except as otherwise provided in Sections 14(f)-(g)
of this Agreement, prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by
Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors,
officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior
to its initiation or (ii) the Company provides the indemnification, advance of Expenses, hold harmless or exoneration payment,
in its sole discretion, pursuant to the powers vested in the Company under applicable law. Indemnitee shall seek payments or advances
from the Company only to the extent that such payments or advances are unavailable from any insurance policy of the Company covering
Indemnitee.


 






     


     


    

 


9. INDEMNITOR OF FIRST RESORT. The Company hereby
acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance provided by
one or more Persons with whom or which Indemnitee may be associated (collectively, the “Alternative Indemnitors”).
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 Alternative Indemnitors 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
legally permitted and as required by the terms of this Agreement and the Charter or Bylaws (or any other agreement between the
Company and Indemnitee), without regard to any rights Indemnitee may have against the Alternative Indemnitors, and (iii) that
it irrevocably waives, relinquishes and releases the Alternative Indemnitors from any and all claims against the Alternative Indemnitors
for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement
or payment by the Alternative Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification
from the Company shall affect the foregoing, and the Alternative Indemnitors 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 Alternative Indemnitors are express third party beneficiaries of the terms of this Section 9.


 


10. ADVANCES OF EXPENSES; DEFENSE OF CLAIM.


 


(a) Notwithstanding any provision of this Agreement to the
contrary, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee
(or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within
ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior
to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest
free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the
Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the
other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce
this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances
claimed. To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the
Proceeding shall be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay the
advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless
or exonerated by the Company under the provisions of this Agreement, the Charter, the Bylaws, applicable law or otherwise. This
Section 10(a) shall not apply to any claim made by Indemnitee for which an indemnification, advance of Expenses, hold harmless
or exoneration payment is excluded pursuant to Section 8 of this Agreement.


 


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


 


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


 


11. PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.


 


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


 


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


 






     


     


    

 


12. PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.


 


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


 


(b) In the event the determination of entitlement to indemnification
is to be made by Independent Counsel pursuant to Section 12(a) of this Agreement, the Independent Counsel shall be selected
as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request
that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity
of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent
Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company
shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected and certifying
that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section
2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such
written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection
to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected
does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the
objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person
or law firm so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent
Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent
jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of
a written request for indemnification pursuant to Section 11(a) of this Agreement, no Independent Counsel shall have been
selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of any objection
which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment
as Independent Counsel of a person or law firm selected by the Delaware Court, and the person or law firm with respect to whom
all objections are so resolved or the person or law firm so appointed shall act as Independent Counsel under Section 12(a)
of this Agreement. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(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) The Company agrees to pay the reasonable fees and expenses
of Independent Counsel and to fully indemnify and hold harmless such Independent Counsel against any and all Expenses, claims,
liabilities and damages arising out of or relating to this Agreement or such Independent Counsel’s engagement pursuant hereto.


 






     


     


    

 


13. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.


 


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


 


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


 


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


 


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


 


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


 


14. REMEDIES OF INDEMNITEE.


 


(a) In the event that (i) a determination is made pursuant
to Section 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement
of Expenses is not timely made pursuant to Section 10 of this Agreement, (iii) no determination of entitlement to indemnification
shall have been made pursuant to Section 12(a) of this Agreement within thirty (30) days after receipt by the Company of
the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5, 6 or the last
sentence of Section 12(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor,
(v) a contribution payment is not made in a timely manner pursuant to Section 7 of this Agreement, (vi) payment of indemnification
pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination has been made
that Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights
under this Agreement or otherwise is not made in accordance with this Agreement, Indemnitee shall be entitled to an adjudication
by the Delaware Court to such indemnification, hold harmless, exoneration, contribution or advancement rights. Alternatively,
Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to
the Commercial Arbitration Rules of the American Arbitration Association. Except as set forth herein, the provisions of Delaware
law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s
right to seek any such adjudication or award in arbitration.


 






     


     


    

 


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


 


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


 


(d) If a determination shall have been made pursuant to Section
12(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in
any judicial proceeding or arbitration commenced pursuant to this Section 14, absent (i) a misstatement by Indemnitee of
a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in
connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.


 


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


 


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


 


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


 






     


     


    

 


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


 


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


 


(a) The rights of Indemnitee as provided by this Agreement
shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the 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 Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) or claim, issue or matter therein
arising out of, or related to, any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to
such amendment, alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial decision,
permits greater indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently
under the Charter, the Bylaws 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.


 


(b) The DGCL, the Charter and the Bylaws permit the Company
to purchase and maintain insurance or furnish similar protection or make other arrangements including, but not limited to, providing
a trust fund, letter of credit, or surety bond (“Indemnification Arrangements”) on behalf of Indemnitee
against any liability asserted against Indemnitee or incurred by or on behalf of Indemnitee or in such capacity as a director,
officer, employee or agent of the Company, or arising out of Indemnitee’s status as such, whether or not the Company would
have the power to indemnify Indemnitee against such liability under the provisions of this Agreement 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.


 


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


 


(d) In the event of any payment under this Agreement, the Company,
to the fullest extent permitted by law, 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.


 


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


 






     


     


    

 


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


 


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


 


19. ENFORCEMENT AND BINDING EFFECT.


 


(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 or officer
of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director or officer
of the Company.


 


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


 


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


 


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


 






     


     


    

 


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


 


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


 


21. NOTICES. All notices, requests, demands and
other communications under this Agreement shall be in writing and shall be deemed to have been duly given (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 (3rd) 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.


 


(ii) If to the Company, to:


 


Blade Air Mobility, Inc.


[●]


 


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


 


22. APPLICABLE LAW AND CONSENT TO JURISDICTION.
This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with,
the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced
by Indemnitee pursuant to Section 14(a) 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 21 of this Agreement or in such
other manner as may be permitted by law, shall be valid and sufficient service thereof.


 


23. IDENTICAL COUNTERPARTS. This Agreement may
be executed in one or more counterparts (including by electronic delivery of a counterpart in pdf format), each of which shall
for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such
counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.


 


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


 






     


     


    

 


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


 


26. ADDITIONAL ACTS. If for the validation of
any of the provisions in this Agreement any act, resolution, approval or other procedure is required to the fullest extent permitted
by law, 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]


 



     


     


    




 










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


 


	 	BLADE
    AIR MOBILITY INC.
	 	By:	 
	 	Name:	Rob
    Wiesenthal
	 	Title:	Chief
    Executive Officer


 


	 	INDEMNITEE
	 	 	 
	 	By:	 
	 	Name:	 
	 	Address:	 


 


SIGNATURE PAGE TO INDEMNIFICATION AGREEMENT