Exhibit 10.1


 


INDEMNIFICATION
AGREEMENT


 


This Indemnification
Agreement (“Agreement”) is made as of [____________], 2021, by and between Skillz Inc., a Delaware corporation (the
 “Company”), and [a member of the board of directors / an officer] of the Company (“Indemnitee”). This Agreement
supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this
Agreement.


 


RECITALS


 


WHEREAS, the board
of directors of the Company (the “Board”) believes that highly competent persons have become more reluctant to serve
publicly held corporations as directors, officers or in other capacities unless they are provided with adequate protection through
insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service
to and activities on behalf of the corporation;


 


WHEREAS, the Board
has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis,
at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities.
Although the furnishing of such insurance has been a customary and widespread practice among United States-based corporations and
other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available
to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers, and other persons
in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation
relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise
itself. The Bylaws of the Company (the “Bylaws”) require indemnification of the officers and directors of the Company.
Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (the “DGCL”).
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 uncertainties
relating to such insurance and to indemnification may increase 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 and its 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, 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 indemnified;


 


WHEREAS, this Agreement
is a supplement to and in furtherance of the Third Amended and Restated Certificate of Incorporation of the Company (the “Certificate
of Incorporation”), the Bylaws, and any resolutions adopted pursuant thereto, as well as any rights of Indemnitee under any
directors’ and officers’ liability insurance policy, and this Agreement shall not be deemed a substitute therefor,
nor to diminish or abrogate any rights of Indemnitee thereunder;


 






     


     


    

 


WHEREAS, Indemnitee
does not regard the protection available under the Certificate of Incorporation, Bylaws and insurance as adequate in the present
circumstances, and may not be willing to serve or continue to serve as an officer or director without adequate protection, and
the Company desires Indemnitee to serve or continue to serve in such capacity. Indemnitee is willing to serve, continue to serve
and to take on additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified; and


 


WHEREAS, Indemnitee
may have certain rights to indemnification and/or insurance which Indemnitee intends to be secondary to the primary obligation
of the Company to indemnify Indemnitee as provided herein, with the Company’s acknowledgement and agreement to the foregoing
being a material condition to Indemnitee’s willingness to serve on the Board.


 


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


 


1. Services to the Company; Indemnity.


 


(a) Indemnitee agrees to serve or continue to serve as [a director / an officer] 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 operation
of law), in which event, without limiting the obligations of the Company set forth in this Agreement, 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. Indemnitee specifically acknowledges that Indemnitee’s
employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged
at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between
Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted
by the Board, or, with respect to service as a director or officer of the Company, by the Certificate of Incorporation, the Bylaws,
and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as [a
director / an officer] of the Company, as provided in Section 16 hereof.


 


(b) The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may
be amended from time to time. All other rights to indemnification set forth in this Agreement shall be in furtherance of the foregoing
indemnification, and shall not limit the generality thereof.


 


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.


 






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(b) 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 (as defined below),
directly or indirectly, of securities of the Company representing twenty-five percent (25%) or more of the combined voting power
of the Company’s then outstanding securities (other than acquisitions of Class B Common Stock by a Qualified Stockholder
(as defined in the Certificate of Incorporation)) unless the change in 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;


 


(ii) Change in Board of Directors. During any period of two (2) consecutive years (not including any period prior to the execution
of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director
designated by a person who has entered into an agreement with the Company to effect a transaction described in Sections 2(b)(i),
2(b)(iii) or 2(b)(iv)) 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 either were directors at the beginning of the period
or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority
of the members of the Board;


 


(iii) Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than
a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger
or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the Surviving
Entity) more than 50% of the combined voting power of the voting securities of the Surviving Entity outstanding immediately after
such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body
of such Surviving Entity;


 


(iv) Liquidation. The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for
the sale, lease, exchange or other transfer by the Company, in one or a series of related transactions, of all or substantially
all of the Company’s assets; and


 


(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 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.


 


For purposes of this Section 2(b), the
following terms shall have the following meanings:


 


A. “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.


 






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B. “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided, however,
that Person shall exclude (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan
of the Company, and (iii) any entity owned, directly or indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company.


 


C. “Beneficial Owner” shall have the meaning given to such term in Rule 13d-3 under the Exchange Act; provided,
however, that Beneficial Owner shall exclude any Person otherwise becoming a Beneficial Owner by reason of the stockholders of
the Company approving a merger of the Company with another entity.


 


D. “Surviving Entity” shall mean the surviving entity in a merger or consolidation or any entity that controls,
directly or indirectly, such surviving entity.


 


(c) “Corporate Status” describes the status of a person who is or was a director, trustee, partner, managing member,
officer, employee, agent or fiduciary of the Company or of any other corporation, limited liability company, partnership or joint
venture, trust or other enterprise which such person is or was serving at the request of the Company.


 


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


 


(e) “Enterprise” shall mean the Company and any other corporation, limited liability company, partnership, joint
venture, trust or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer,
trustee, partner, managing member, employee, agent or fiduciary.


 


(f) “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees
and other costs of experts and other professionals, witness fees, travel expenses, duplicating costs, printing and binding costs,
telephone charges, postage, delivery service fees, any federal, state, local or foreign taxes imposed on Indemnitee as a result
of the actual or deemed receipt of any payments under this Agreement, ERISA excise taxes and penalties, and all other disbursements,
obligations or expenses of the types customarily incurred in connection with, or as a result of, prosecuting, defending, preparing
to prosecute or defend, investigating, being or preparing to be a deponent or witness in, or otherwise participating in, a Proceeding.
Expenses also shall include (i) Expenses incurred in connection with any appeal resulting from any Proceeding, including without
limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its
equivalent, (ii) expenses incurred in connection with recovery under any directors’ and officers’ liability insurance
policies maintained by the Company, regardless of whether Indemnitee is ultimately determined to be entitled to such indemnification,
advancement or Expenses or insurance recovery, as the case may be, and (iii) for purposes of Section 14(d) only, Expenses incurred
by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement,
the Certificate of Incorporation, the Bylaws or under any directors’ and officers’ liability insurance policies maintained
by the Company, by litigation or otherwise. The parties agree that for the purposes of any advancement of Expenses for which Indemnitee
has made written demand to the Company in accordance with this Agreement, all Expenses included in such demand that are certified
by affidavit of Indemnitee’s counsel as being reasonable in the good faith judgment of such counsel shall be presumed conclusively
to be reasonable. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines
against Indemnitee.


 






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(g) “Independent Counsel” shall mean a law firm, or a member of a law firm, that is experienced in matters of corporation
law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any
matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of
other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for
indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person
who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing
either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to
pay the reasonable fees 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.


 


(h) The term “Proceeding” shall include any threatened, pending or completed action, suit, claim, counterclaim,
cross claim, 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, criminal, administrative, legislative, regulatory or investigative (formal or informal) nature, including any appeal therefrom,
in which Indemnitee was, is or will be involved as a party, potential party, non-party witness or otherwise by reason of Indemnitee’s
Corporate Status, by reason of any action taken by Indemnitee (or a failure to take action by Indemnitee) or of any action (or
failure to act) on Indemnitee’s part while acting pursuant to Indemnitee’s Corporate Status, 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. If the Indemnitee believes in good faith that a given situation may lead to or
culminate in the institution of a Proceeding, this shall be considered a Proceeding under this paragraph.


 


(i) Reference to “other enterprise” shall include employee benefit plans; references to “fines” shall
include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of the Company”
shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services
by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and
a person who 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 shall be deemed to have acted in a manner “not opposed to the best interests
of the Company” as referred to in this Agreement.


 


3. Indemnity in Third-Party Proceedings. The Company
shall indemnify Indemnitee in accordance with the provisions of 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, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law
against all Expenses, judgments, fines 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 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. The parties hereto intend that this Agreement shall provide to the fullest extent permitted by law for indemnification
in excess of that expressly permitted by statute, including, without limitation, any indemnification provided by the Certificate
of Incorporation, the Bylaws, vote of the Company’s stockholders or disinterested directors or applicable law.


 






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4. Indemnity in Proceedings by or in the Right of the Company.
The Company shall indemnify Indemnitee in accordance with the provisions of 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, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses
actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim,
issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed
to the best interests of the Company. No indemnification for Expenses shall be made under this 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 (as hereinafter defined) or any court in which the Proceeding was brought shall determine
upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly
and reasonably entitled to indemnification.


 


5. Indemnification for Expenses of a Party Who is Wholly or Partly
Successful. Notwithstanding any other provisions of this Agreement, to the fullest extent permitted by applicable law
and to the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding
or in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee against all Expenses
actually and reasonably incurred by or on behalf of 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 indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee
or on Indemnitee’s behalf in connection with or related to each successfully resolved claim, issue or matter to the fullest
extent permitted by law. 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.


 


6. Indemnification For Expenses of a Witness. Notwithstanding
any other provision of this Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnitee is,
by reason of Indemnitee’s Corporate Status, a witness, is or was made (or asked) to respond to discovery requests in any
Proceeding, or otherwise asked to participate in any Proceeding to which Indemnitee is not a party, the Company shall indemnify
Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.


 






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7. Partial Indemnification. If Indemnitee is entitled
under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses, but not, however, for
the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.


 


8. Additional Indemnification.


 


(a) Notwithstanding any limitation in Sections 3, 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted
by applicable law if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding (including a Proceeding
by or in the right of the Company to procure a judgment in its favor) by reason of Indemnitee’s Corporate Status.


 


(b) For purposes of Section 8(a), the meaning of the phrase “to the fullest extent permitted by applicable law”
shall include, but not be limited to:


 


(i) to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification
by agreement, or the corresponding provision of any amendment to or replacement of the DGCL, and


 


(ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of
this Agreement that increase the extent to which a corporation may indemnify its officers and directors.


 


9. Exclusions. Notwithstanding any provision in this
Agreement, the Company shall not be obligated under this Agreement to make any indemnification payment in connection with any claim
involving Indemnitee:


 


(a) for (i) 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 (as defined in Section 2(b) hereof) or similar provisions of state
statutory law or common law, (ii) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based
compensation or of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case
under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to
Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits
arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act) or (iii)
any reimbursement of the Company by Indemnitee of any compensation pursuant to any compensation recoupment or clawback policy adopted
by the Board or the compensation committee of the Board, including but not limited to any such policy adopted to comply with stock
exchange listing requirements implementing Section 10D of the Exchange Act; or


 


(b) except as provided in Section 14(d) of this Agreement, 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, (ii) such payment arises in connection with any mandatory counterclaim or cross claim brought or raised
by Indemnitee in any Proceeding (or any part of any Proceeding), or (iii) the Company provides the indemnification, in its sole
discretion, pursuant to the powers vested in the Company under applicable law.


 






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10. Advances of Expenses. Notwithstanding any provision
of this Agreement to the contrary (other than Section 14(d)), the Company shall advance, to the extent not prohibited by law, the
Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated
by Indemnitee or any Proceeding initiated by Indemnitee with the prior approval of the Board as provided in Section 9(c), and such
advancement shall be made within thirty (30) days after the receipt by the Company of a statement or statements requesting such
advances 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 ability to repay the Expenses and without regard to Indemnitee’s
ultimate entitlement to indemnification under the other provisions of this Agreement. In accordance with Section 14(d), advances
shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement, including Expenses
incurred preparing and forwarding statements to the Company to support the advances claimed. The Indemnitee shall qualify for advances
upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that the Indemnitee
undertakes to repay the amounts advanced (without interest) by the Company pursuant to this Section 10, if and only to the extent
that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. No other form of undertaking
shall be required other than the execution of this Agreement. This Section 10 shall not apply to any claim made by Indemnitee for
which indemnity is excluded pursuant to Section 9.


 


11. Procedure for Notification and Defense of Claim.


 


(a) Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification
or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof.
The written notification to the Company shall include a description of the nature of the Proceeding and the facts underlying the
Proceeding. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including
therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to
determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding.
The omission by Indemnitee to notify the Company hereunder will not relieve the Company from any liability which it may have to
Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver
by Indemnitee of any rights under this Agreement. The Secretary of the Company shall, promptly upon receipt of such a request for
indemnification, advise the Board in writing that Indemnitee has requested indemnification.


 


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


 






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(c) The Company shall not settle any Proceeding (in whole or in part) if such settlement would impose any Expense, judgment,
liability, fine, penalty or limitation on Indemnitee in respect of which Indemnitee is not entitled to be indemnified hereunder
without Indemnitee’s prior written consent, which shall not be unreasonably withheld.


 


12. Procedure Upon Application for Indemnification.


 


(a) Upon written request by Indemnitee for indemnification pursuant to Section 11(a), a determination, if required by applicable
law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change in Control shall
have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii)
if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a
quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors,
even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors
so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if
so directed by the Board, by the stockholders of the Company; and, 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 cooperate with the person,
persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing
to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise
protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs
or Expenses (including attorneys’ fees and disbursements) incurred by or on behalf of Indemnitee in so cooperating with the
person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s
entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Company
promptly will 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.


 


(b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section
12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). If a Change in Control shall not have
occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising
Indemnitee of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent
Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event
the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the
Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after
such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written
objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent
Counsel so selected does not meet the requirements of “Independent Counsel” as defined in 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 submission by Indemnitee of a written
request for indemnification pursuant to Section 11(a) hereof and the final disposition of the Proceeding, no Independent Counsel
shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of
any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or
for the appointment as Independent Counsel of a person selected by such court or by such other person as such court shall designate,
and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel
under Section 12(a) hereof. 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).


 






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(c) If the Company disputes a portion of the amounts for which indemnification is requested, the undisputed portion shall be
paid and only the disputed portion withheld pending resolution of any such dispute.


 


13. Presumptions and Effect of Certain Proceedings.


 


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


 


(b) Subject to Section 14(e), 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 sixty (60) days after receipt by the
Company of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not
prohibited 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 prohibition of such indemnification under applicable
law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30)
days, if the person, persons or entity making 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; and provided, further,
that the foregoing provisions of this Section 13(b) shall not apply (i) if the determination of entitlement to indemnification
is to be made by the stockholders pursuant to Section 12(a) of this Agreement and if (A) within fifteen (15) days after
receipt by the Company of the request for such determination the Board has resolved to submit such determination to the stockholders
for their consideration at an annual meeting thereof to be held within seventy-five (75) days after such receipt and such determination
is made thereat, or (B) a special meeting of stockholders is called within fifteen (15) days after such receipt for the purpose
of making such determination, such meeting is held for such purpose within sixty (60) days after having been so called and such
determination is made thereat, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel
pursuant to Section 12(a) of this Agreement.


 






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(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 or officers of the Enterprise in the course of their duties, or on the advice of legal counsel for
the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant
or by an appraiser, financial advisor or other expert selected with reasonable care by or on behalf 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 the Indemnitee
may be deemed 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 director, officer, trustee, partner, managing member, fiduciary,
agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification
under this Agreement.


 


14. Remedies of Indemnitee.


 


(a) Subject to Section 14(e), 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 ninety (90) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification
is not made pursuant to Section 5, 6 or 7 or the second to last sentence of Section 12(a) of this Agreement within ten (10) days
after receipt by the Company of a written request therefor, (v) payment of indemnification pursuant to Section 3, 4 or 8 of this
Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification,
or (vi) the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable,
or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided
or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of Indemnitee’s
entitlement to such indemnification or advancement of Expenses. 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. 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 14(a). The Company shall
not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.


 






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(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. In any judicial proceeding or arbitration commenced pursuant to this Section 14 the Company shall have the
burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.


 


(c) 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.


 


(d) The Company shall, to the fullest extent not prohibited by law, 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. It is the intent of the Company that, to the fullest extent permitted by law, the Indemnitee not be required
to incur legal fees or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under
this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended
to be extended to the Indemnitee hereunder. The Company shall, to the fullest extent permitted by law, indemnify Indemnitee against
any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request
therefor) advance, to the extent not prohibited by law, such Expenses to Indemnitee, which are incurred by or on behalf of Indemnitee
in connection with any action brought by Indemnitee for indemnification or advancement of Expenses from the Company under this
Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company if, in the case
of indemnification, Indemnitee is wholly successful on the underlying claims; if Indemnitee is not wholly successful on the underlying
claims, then such indemnification shall be only to the extent Indemnitee is successful on such underlying claims or otherwise as
permitted by law, whichever is greater.


 






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


 


15. Non-exclusivity; Survival of Rights; Insurance; Subrogation.


 


(a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement (i) shall not be deemed
exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation,
the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise and (ii) shall be interpreted independently
of, and without reference to, any other such rights to which Indemnitee may at any time be entitled. 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 Indemnitee in Indemnitee’s 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
of Expenses than would be afforded currently under the Certificate of Incorporation, the 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.


 


(b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers,
employees, or agents of the 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, officer, employee or agent 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 such claim or of the commencement of a Proceeding, as the case may
be, to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all
necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such
Proceeding in accordance with the terms of such policies.


 


(c) The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or
insurance from other Persons (collectively, the “Other 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 Other 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 Certificate of Incorporation or Bylaws of the Company (or any other agreement between the Company
and Indemnitee), without regard to any rights Indemnitee may have against the Other Indemnitors, and (iii) that it irrevocably
waives, relinquishes and releases the Other Indemnitors from any and all claims against the Other 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 Other 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 Other 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 Other Indemnitors are express third party beneficiaries of the terms of this Section 15(c).


 






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(d) Except as provided in paragraph (c) above, in the event of any payment made by the Company under this Agreement, the Company
shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee (other than against the Other
Indemnitors), 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 shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or
for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received such payment
under any insurance policy, contract, agreement or otherwise.


 


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


 


16. Duration of Agreement. This Agreement shall continue
until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee ceases to have any Corporate Status or
(b) one (1) year after the final termination of any Proceeding then pending in respect of which Indemnitee is granted rights of
indemnification or advancement of Expenses hereunder and of any proceeding (including any appeal thereof) commenced by Indemnitee
pursuant to Section 14 of this Agreement relating thereto. The indemnification 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 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 of any other Enterprise, and shall inure to the benefit of Indemnitee and Indemnitee’s spouse,
assigns, heirs, devisees, executors and administrators and other legal representatives. The Company shall require and shall cause
any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially all of the business
or assets of the Company to, by written agreement, expressly 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.


 






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17. Severability. Nothing in this Agreement is intended
to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law. 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.


 


18. 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 or officer of the Company, and the Company acknowledges that Indemnitee
is relying upon this Agreement in serving or continuing to serve as a director or officer 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 Certificate of Incorporation,
the Bylaws, any directors’ and officers’ insurance maintained by the Company and applicable law, and shall not be deemed
a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.


 


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


 


20. 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 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 the Indemnitee under this Agreement or otherwise.


 


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 if (a) delivered by hand and
receipted for by the party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered
mail with postage prepaid, on the third business day after the date on which it is so mailed, (c) mailed by reputable overnight
courier and receipted for by the party to whom said notice or other communication shall have been directed, (d) sent by facsimile
transmission, with receipt of oral confirmation that such transmission has been received or (e) sent by email and receipted for
by the party to whom said notice or other communication shall have been directed:


 






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(a) If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee
shall provide to the Company.


 


(b) If to the Company to


 


Skillz
Inc.


Attention:
Charlotte Edelman, VP of Legal


		Email:	cedelman@skillz.com



legal@skillz.com


 


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


 


Winston & Strawn LLP


1901 L Street N.W.


Washington, D.C. 20036


Attn: Christopher Zochowski


Steve Gavin


Kyle Gann


Facsimile No.: (202) 282-5100


Email: czochowski@winston.com


sgavin@winston.com


 


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


 


22. Contribution.


 


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


 


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


 






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


 


(d) 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 claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and
reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the
Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative
fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or
transaction(s).


 


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 14(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 Court of Chancery of the
State of Delaware (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) waive any objection to the laying of venue of any
such action or Proceeding in the Delaware Court and (iv) 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.


 


24. 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.


 


25. Miscellaneous. Use of the masculine pronoun shall
be deemed to include usage of the feminine pronoun where appropriate. The headings 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.







 


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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.





 


COMPANY


 


SKILLZ INC.


 


 


	By:	 	 
	Name:	 	 
	Title:	 	 



 


 


INDEMNITEE


 


 





	 	 	 
	Name:	 	 


 


[Signature Page to Indemnification Agreement]