Exhibit 10.4


 


INDEMNITY
AGREEMENT


 


THIS
INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Vector Acquisition
Corporation II, a Cayman Islands exempted company (the “Company”), and                                      
(“Indemnitee”).


 


WHEREAS,
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 such corporations;


 


WHEREAS,
the Board of Directors of the Company (the “Board”) has determined that, in order to attract and
retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance
to protect persons serving the Company and its subsidiaries from certain liabilities. The amended and restated memorandum and
articles of association of the Company (the “Articles”) provide for the indemnification of the officers
and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to applicable Cayman Islands law. The
Articles provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts
may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification,
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 shareholders and that the Company should act to assure such persons that there will be increased
certainty of such protection in the future;


 


WHEREAS,
it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, 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 Articles of the Company 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, continue to serve and to take on additional service for or on behalf
of the Company on the condition that he or she be so indemnified.


 



     


     

    

 


NOW,
THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter
agreement dated as of [●], 2021, the Company and Indemnitee do hereby covenant and agree as follows:

 


		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,
director, advisor, key employee or in any other capacity of the Company, as applicable, for so long as Indemnitee is duly elected
or appointed or retained or until Indemnitee tenders his or her 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, officer, advisor, key
employee or in any other capacity of the Company, as provided in Section 17. 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, advisor, 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
                                         in effect on the date hereof.



 


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



 


		(d)	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 Shares by Third Party. Any Person, other than an affiliate of Vector Acquisition
                                         Partners II, L.P. (the “Sponsor”), is or becomes the Beneficial
                                         Owner, directly or indirectly, of securities of the Company representing fifteen percent
                                         (15%) 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 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
                                         shareholders 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 or 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;



 



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		(iii)	Corporate
                                         Transactions. The effective date of a merger, share exchange, asset acquisition,
                                         share purchase, reorganization or similar business combination, involving the Company
                                         and one or more businesses (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 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)
                                         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) other than an affiliate of the Sponsor, no Person (excluding any corporation resulting
                                         from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15%
                                         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, providing for such Business Combination;



 


		(iv)	Liquidation.
                                         The approval by the shareholders 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 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 a response to any similar
                                         item on any similar schedule or form) promulgated under the Exchange Act, whether or
                                         not the Company is then subject to such reporting requirement.



 


		(e)	“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 which such person is or was serving at the request
                                         of the Company.



 



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		(f)	“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.



 


		(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 a director, officer, trustee,
                                         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 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, including reasonable compensation for time spent by the 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, 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 against Indemnitee.



 


		(j)	References
                                         to “fines” shall include any excise tax assessed on Indemnitee
                                         with respect to any employee benefit plan.



 


		(k)	References
                                         to “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.



 


		(l)	“Independent
                                         Counsel” shall mean a law firm or a member of a law firm with significant
                                         experience in matters of corporate 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 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.



 



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		(m)	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
                                         of the Company; (iii) any employment benefit plan of the Company or of a Subsidiary of
                                         the Company or of any corporation owned, directly or indirectly, by the shareholders
                                         of the Company in substantially the same proportions as their ownership of shares of
                                         the Company; and (iv) any trustee or other fiduciary holding securities under an employee
                                         benefit plan of the Company or of a Subsidiary of the Company or of a corporation owned
                                         directly or indirectly by the shareholders of the Company in substantially the same proportions
                                         as their ownership of shares of the Company.



 


		(n)	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
                                         or investigative or related nature, in which Indemnitee was, is, will or might be involved
                                         as a party or otherwise by reason of the fact that Indemnitee is or was a director or
                                         officer of the Company, by reason of any action (or failure to act) taken by him or her
                                         or of any action (or failure to act) on his or her part while acting as a director or
                                         officer of the Company, or by reason of the fact that he or she is or was serving at
                                         the request of the Company as a director, officer, trustee, general partner, managing
                                         member, fiduciary, employee or agent of any other Enterprise, in each case whether or
                                         not 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.



 


		(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.



 


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



 



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		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, liabilities, fines,
penalties and amounts paid in settlement) actually, and reasonably incurred by Indemnitee or on his or her behalf in connection
with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable
cause to believe that his or her conduct was unlawful; provided, in no event shall Indemnitee be entitled to be indemnified, held
harmless or advanced any amounts hereunder in respect of any Expenses, judgments, liabilities, fines, penalties and amounts paid
in settlement (if any) that Indemnitee may incur by reason of his or her own actual fraud or intentional misconduct. Indemnitee
shall not be found to have committed actual fraud or intentional misconduct for any purpose of this Agreement unless or until
a court of competent jurisdiction shall have made a finding to that effect.


 


		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 him or her or on his or her behalf in connection with such Proceeding or any claim, issue
or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the Company. No indemnification, 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.


 



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



 


Notwithstanding
any other provisions of this Agreement, but subject to Section 27, 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 him or her 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 him
or her or on his or her behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly
successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law, indemnify, hold harmless
and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim,
issue, or matter on which Indemnitee was successful. 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, but subject to Section 27, to the extent that Indemnitee is, by reason of his or her Corporate
Status, a witness or deponent in any Proceeding to which Indemnitee is not a party or threatened to be made a party, he or she
shall, to the fullest extent permitted by applicable law, be indemnified, held harmless and exonerated against all Expenses actually
and reasonably incurred by him or her or on his or her behalf in connection therewith.


 


		7.	ADDITIONAL
INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS



 


Notwithstanding
any limitation in Sections 3, 4 or 5, but subject to Section 27, the Company shall, to the fullest extent permitted by applicable
law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding
(including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments,
fines, penalties and 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 in connection with the Proceeding. No indemnification, hold harmless or exoneration rights shall be available under
this Section 7 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the
Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation
of the law.


 


		8.	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.



 



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		(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. 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.	EXCLUSIONS



 


Notwithstanding
any provision in this Agreement, but subject to Section 27, the Company shall not be obligated under this Agreement to make any
indemnification, advance 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 or other indemnity or advancement provision, except with respect to any excess
                                         beyond the amount actually received under any insurance policy, contract, agreement,
                                         other indemnity or advancement provision or otherwise;



 


		(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) and (g) hereof, 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, hold harmless or exoneration payment,
                                         in its sole discretion, pursuant to the powers vested in the Company under applicable
                                         law.



 



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		10.	ADVANCES
OF EXPENSES; DEFENSE OF CLAIM



 


		(a)	Notwithstanding
                                         any provision of this Agreement to the contrary, but subject to Section 27, 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 by the Company under the provisions
                                         of this Agreement, the Articles, applicable law or otherwise. If it shall be determined
                                         by a final judgment or other final adjudication that Indemnitee was not so entitled to
                                         indemnification, any advancement shall be returned to the Company (without interest)
                                         by the Indemnitee. This Section 10(a) shall not apply to any claim made by Indemnitee
                                         for which an indemnification, hold harmless or exoneration payment is excluded pursuant
                                         to Section 9, but shall apply to any Proceeding referenced in Section 9(b) prior to a
                                         final determination that Indemnitee is liable therefor.



 


		(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, fine, penalty or limitation on Indemnitee without
                                         Indemnitee’s prior written consent.



 


		11.	PROCEDURE
FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION



 


		(a)	Indemnitee
                                         agrees to notify promptly 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 his or her 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.



 



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		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, (ii) by a committee of such directors
                                         designated by majority vote of such directors, (iii) if there are no Disinterested Directors
                                         or if such directors so direct, by Independent Counsel in a written opinion to the Board,
                                         a copy of which shall be delivered to Indemnitee, or (iv) by vote of the shareholders
                                         by ordinary resolution. 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. 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) hereof, 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 him or her 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 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(b) hereof, 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 the Delaware Court, 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).



 



    10


     

    

 


		(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 its 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.



 



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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 he or she reasonably believed to be in
                                         or not opposed to the best interests of the Company or, with respect to any criminal
                                         Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was
                                         unlawful.



 


		(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, manager, or officers of the Enterprise in the course of their duties,
                                         or on the advice of legal counsel for the Enterprise, its Board, any committee of the
                                         Board or any director, trustee, general partner, manager or managing member, or on information
                                         or records given or reports made to the Enterprise, its Board, any committee of the Board
                                         or any director, trustee, general partner, manager or managing member, by an independent
                                         certified public accountant or by an appraiser or other expert selected by the Enterprise,
                                         its Board, any committee of the Board or any director, trustee, general partner, manager
                                         or managing member. 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, to the fullest extent permitted by applicable law, 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 Sections 5, 6, 7 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 8 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 within ten (10) days after receipt by the Company of a written request
                                         therefor, Indemnitee shall be entitled to an adjudication by the Delaware Court to such
                                         indemnification, hold harmless, exoneration, contribution or advancement rights. Alternatively,
                                         Indemnitee, at his or her option, may seek an award in arbitration to be conducted by
                                         a single arbitrator pursuant to the Commercial Arbitration Rules and Mediation Procedures
                                         of the American Arbitration Association. Except as set forth herein, the Commercial Arbitration
                                         Rules and Mediation Procedures of the American Arbitration Association shall apply to
                                         any such arbitration. The Company shall not oppose Indemnitee’s right to seek any
                                         such adjudication or award in arbitration.



 



    12


     

    

 


		(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 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 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 his or her 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 Articles 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).



 



    13


     

    

 


		(g)	Interest
                                         shall be paid by the Company to Indemnitee at the legal rate under New York 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, but subject to Section 27, 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; PRIORITY OF OBLIGATIONS



 


		(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
                                         Articles, any agreement, a vote of shareholders 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 his or her 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 Articles or this Agreement, then
                                         this Agreement (without any further action by the parties hereto) shall automatically
                                         be deemed to be amended to require that the Company indemnifies the Indemnitee to the
                                         fullest extent permitted by law. 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.



 



    14


     

    

 


		(b)	The
                                         Articles 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 him or her or incurred
                                         by or on behalf of him or in such capacity as a director, officer, employee or agent
                                         of the Company, or arising out of his or her status as such, whether or not the Company
                                         would have the power to indemnify him or her against such liability under the provisions
                                         of this Agreement and the Articles. 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 serves
                                         at the request of the Company, Indemnitee shall be covered by such policy or policies
                                         in accordance with its or their terms to the maximum extent of the coverage available
                                         for any such director, officer, trustee, partner, managers, 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 use commercially reasonable efforts 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. No such payment by the Company shall
                                         be deemed to relieve any insurer of its obligations.



 


		(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,
                                         but subject to Section 27, (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.



 



    15


     

    

 


		(f)	Notwithstanding
                                         anything contained herein, the Company is the primary indemnitor, and any indemnification
                                         or advancement obligation of the Sponsor or its affiliates or members or any other Person
                                         is secondary.



 


		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 serves 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
his or her Corporate Status, whether or not he or she 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,
                                         officer or key employee of the Company, and the Company acknowledges that Indemnitee
                                         is relying upon this Agreement in serving as a director, officer or key employee of the
                                         Company.



 



    16


     

    

 


		(b)	Without
                                         limiting any of the rights of Indemnitee under the Articles of the Company 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 his or her 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 of proof, 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 he or she 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, and 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 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.


 



    17


     

    

 


		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 (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been
directed, or (ii) if mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date
on which it is so mailed:


 


		(a)	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.



 


		(b)	If
                                         to the Company, to:



 


Vector
Acquisition Corporation II

One Market Street, Steuart Tower, 23rd Floor

San Francisco, California 94105

Attention: David Baylor


 


With
a copy, which shall not constitute notice, to:


 


Kirkland
& Ellis LLP

601 Lexington Avenue

New York, New York 10022

Attn: Christian O. Nagler

Debbie P. Yee


 


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 New York, 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 or in such other manner as may be permitted by law, shall be
valid and sufficient service thereof.


 



    18


     

    

 


		23.	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.


 


		24.	MISCELLANEOUS



 


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.


 


		27.	WAIVER
OF CLAIMS TO TRUST ACCOUNT



 


Notwithstanding
anything contained herein to the contrary, Indemnitee hereby agrees that it does not have any right, title, interest or claim
of any kind (each, a “Claim”) in or to any monies in the trust account established in connection with
the Company’s initial public offering for the benefit of the Company and holders of shares issued in such offering, and
hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided to the Company and
will not seek recourse against such trust account for any reason whatsoever. Accordingly, Indemnitee acknowledges and agrees that
any indemnification provided hereto will only be able to be satisfied by the Company if (i) the Company has sufficient funds outside
of the Trust Account to satisfy its obligations hereunder or (ii) the Company consummates a Business Combination.


 


		28.	MAINTENANCE
OF INSURANCE



 


The
Company shall use commercially reasonable efforts to obtain and maintain in effect during the entire period for which the Company
is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies
to provide the officers/directors of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s
performance of its indemnification obligations under this Agreement. The 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 or officer under such
policy or policies. In all such insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide
the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors
and officers.


 


[SIGNATURE
PAGE FOLLOWS]


 




    19


     

    

 


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


 


	 	VECTOR ACQUISITION CORPORATION
    II
	 	 	 
	 	By:	 
	 	Name: 	David Baylor
	 	Title:	Chief Financial Officer


 


 


 


 


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	 	INDEMNITEE
	 	 
	 	 
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