Exhibit 10.9


 


INDEMNIFICATION AGREEMENT


WESTERN ACQUISITION VENTURES CORP.


 


THIS
INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Western Acquisition Ventures
Corp., a Delaware corporation (the “Company”), and the undersigned person executing this Agreement identified on the signature
page hereto (“Indemnitee”).


 


RECITALS


 


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;


 


WHEREAS,
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 liability insurance may be available
to it in the future only at higher premiums and with more exclusions;


 


WHEREAS,
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;


 


WHEREAS,
the Amended and Restated Certificate of Incorporation (the “Charter”) and the Bylaws (the “Bylaws”) of the Company
require indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to
applicable provisions of the Delaware General Corporation Law (“DGCL”). The Charter, Bylaws and the DGCL expressly provide
that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between
the Company and members of the Board, officers and other persons with respect to indemnification, hold harmless, exoneration, advancement
and reimbursement rights;


 


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


 


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


 


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


 


WHEREAS,
this Agreement is a supplement to and in furtherance of the Charter and Bylaws 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, advisor or in another capacity 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 the Company contractually provide the indemnification set forth in this Agreement.


 






    


     


    

 


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


 


TERMS AND CONDITIONS


 


		1.	SERVICES
                                            TO THE COMPANY. 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, appointed or retained or until Indemnitee tenders Indemnitee’s resignation,
                                            or until Indemnitee is removed. The foregoing notwithstanding, this Agreement shall continue
                                            in full force and effect after Indemnitee has ceased to serve as a director, 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:



 


		2.1	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.



 


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



 


		2.3	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:



 


		2.3.1	Acquisition
                                            of Stock by Third Party. Other Western Acquisition Ventures Sponsor LLC (the “Sponsor”)
                                            and its affiliates, any Person (as defined below) is or becomes the Beneficial Owner, directly
                                            or indirectly, of securities of the Company representing fifteen percent (15%) or more of
                                            the Company’s then outstanding securities entitled to vote generally in the election
                                            of directors, unless: (1) the change in the relative Beneficial Ownership of the Company’s
                                            securities by any Person results solely from a reduction in the aggregate number of outstanding
                                            shares of securities entitled to vote generally in the election of directors, or (2) such
                                            acquisition was approved in advance by the Continuing Directors (as defined below) and such
                                            acquisition would not constitute a Change in Control under part 2.3.3 of this definition;



 


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



 


		2.3.3	Corporate
                                            Transactions. The effective date of a merger, capital stock exchange, asset acquisition,
                                            stock 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, as defined below) in substantially the same proportions
                                            as their ownership immediately prior to such Business Combination, of the securities entitled
                                            to vote generally in the election of directors; (2) 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 of Directors, providing for such Business Combination;



 






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



 


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



 


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



 


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



 


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



 


		2.7	“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.



 


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



 


		2.9	“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 (as defined below), including reasonable
                                            compensation for time spent by the Indemnitee for which Indemnitee is not otherwise compensated
                                            by the Company or any third party. Expenses also shall include Expenses incurred in connection
                                            with any appeal resulting from any Proceeding (as defined below), including without limitation
                                            the principal, premium, security for, and other costs relating to any cost bond, supersedeas
                                            bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts
                                            paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.



 


		2.10	“Independent
                                            Counsel” shall mean a law firm or a member of a law firm with significant experience
                                            in matters of corporation law and which, at the time indemnification is sought by Indemnitee,
                                            neither is, nor in the preceding 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 (as defined
                                            below) giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing,
                                            the term “Independent Counsel” shall not include any person who, under the applicable
                                            standards of professional conduct then prevailing, would have a conflict of interest in representing
                                            either the Company or Indemnitee in an action to determine Indemnitee’s rights under
                                            this Agreement.



 






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		2.11	References
                                            to “fines” shall include any excise tax assessed on Indemnitee 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, 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.



 


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



 


		2.13	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 Indemnitee or of any action (or failure to act) on
                                            Indemnitee’s part while acting as a director or officer of the Company, or by reason
                                            of the fact that Indemnitee is or was serving at the request of the Company as 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.



 


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



 


		3.	INDEMNITY
                                            IN THIRD-PARTY PROCEEDINGS



 


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


 






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		4.	INDEMNITY
                                            IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY



 


To the fullest extent permitted
by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4
if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent, or otherwise) in any Proceeding
by or in the right of the Company to procure a judgment in its favor, by reason of Indemnitee’s Corporate Status. Pursuant to this
Section 4, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred
by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee
acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. 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 to be liable to the Company, unless and only to the extent that, any court in
which the Proceeding was brought or the Delaware Court shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification, to be held harmless
or to exoneration.


 


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



 


Notwithstanding any other
provisions of this Agreement except for 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 Indemnitee in connection therewith. If Indemnitee is
not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues
or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate
Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each
successfully resolved claim, issue or matter. 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 except for Section 27, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status,
a witness, or deponent in any Proceeding to which Indemnitee was or is not a party or threatened to be made a party, Indemnitee
shall, to the fullest extent permitted by applicable law, be indemnified, held harmless and exonerated against all Expenses actually
and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.


 


		7.	ADDITIONAL
                                            INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS



 


		7.1	Notwithstanding
                                            any limitation in Sections 3, 4, or 5, and except for 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, 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 in connection with the Proceeding.
                                            No indemnification, hold harmless or exoneration rights shall be available under this Section 7.1
                                            on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s
                                            duty of loyalty to the Company or its stockholders or is an act or omission not in good faith
                                            or which involves intentional misconduct or a knowing violation of the law.



 






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		7.2	Notwithstanding
                                            any limitation in Sections 3, 4, 5 or 7.1, except for 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.



 


		8.	CONTRIBUTION
                                            IN THE EVENT OF JOINT LIABILITY



 


		8.1	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.



 


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



 


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



 


		9.	EXCLUSIONS



 


Notwithstanding any provision
in this Agreement except for 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, other indemnity, or advancement provision, except with respect to any excess beyond
                                            the amount actually received under any insurance policy, contract, agreement, other indemnity
                                            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 14.5 and 14.6 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. Indemnitee shall seek
                                            payments from the Company only to the extent that such payments or advances are unavailable
                                            from any insurance policy of the Company covering Indemnitee.



 






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		10.	ADVANCES
                                            OF EXPENSES; DEFENSE OF CLAIM



 


		10.1	Notwithstanding
                                            any provision of this Agreement to the contrary except for 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 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, to the fullest extent permitted by law, 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 the Indemnitee, to repay the advance 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 Charter, the Bylaws of the Company, 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 Indemnitee. This Section 10.1 shall not apply to any claim made by Indemnitee
                                            for which an indemnification, hold harmless or exoneration payment is excluded pursuant to
                                            Section 9.



 


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



 


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



 


		11.	PROCEDURE
                                            FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION



 


		11.1	Indemnitee
                                            agrees to promptly notify the Company in writing upon being served with any summons, citation,
                                            subpoena, complaint, indictment, information, or other document relating to any Proceeding
                                            or matter 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 the Indemnitee under
                                            this Agreement, or otherwise.



 


		11.2	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 Indemnitee’s
                                            sole discretion. Following such a written application for indemnification by Indemnitee,
                                            the Indemnitee’s entitlement to indemnification shall be determined according to Section 12.1
                                            of this Agreement.



 


		12.	PROCEDURE
                                            UPON APPLICATION FOR INDEMNIFICATION



 


		12.1	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, and (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
                                            stockholders. 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 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.



 






    - 7 -


     


    

 


		12.2	In
                                            the event the determination of entitlement to indemnification is to be made by Independent
                                            Counsel pursuant to Section 12.1 hereof, the Independent Counsel shall be selected as
                                            provided in this Section 12.2. The Independent Counsel shall be selected by Indemnitee
                                            (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee
                                            shall give written notice to the Company advising it of the identity of the Independent Counsel
                                            so selected and certifying that the Independent Counsel so selected meets the requirements
                                            of “Independent Counsel” as defined in Section 2 of this Agreement. If the
                                            Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee
                                            advising Indemnitee of the identity of the Independent Counsel so selected and certifying
                                            that the Independent Counsel so selected meets the requirements of “Independent Counsel”
                                            as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company,
                                            as the case may be, may, within ten (10) days after such written notice of selection
                                            shall have been received, deliver to the Company or to Indemnitee, as the case may be, a
                                            written objection to such selection; provided, however, that such objection may be asserted
                                            only on the ground that the Independent Counsel so selected does not meet the requirements
                                            of “Independent Counsel” as defined in Section 2 of this Agreement, and
                                            the objection shall set forth with particularity the factual basis of such assertion. Absent
                                            a proper and timely objection, the person 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 11.1 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 12.1
                                            hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14.1
                                            of this Agreement, Independent Counsel shall be discharged and relieved of any further
                                            responsibility in such capacity (subject to the applicable standards of professional conduct
                                            then prevailing).



 


		12.3	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



 


		13.1	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 11.2 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 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.



 


		13.2	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 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.



 






    - 8 -


     


    

 


		13.3	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.



 


		13.4	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 13.4 shall not be deemed to be exclusive
                                            or to limit in any way the other circumstances in which the Indemnitee may be deemed or found
                                            to have met the applicable standard of conduct set forth in this Agreement.



 


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



 


		14.	REMEDIES
                                            OF INDEMNITEE



 


		14.1	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 12.1 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 12.1 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 in accordance
                                            with this Agreement, Indemnitee shall be entitled to an adjudication by the Delaware
                                            Court to such indemnification, hold harmless, exoneration, contribution or advancement rights.
                                            Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration
                                            to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of
                                            the American Arbitration Association. Except as set forth herein, the provisions of Delaware
                                            law (without regard to its conflict of laws rules) shall apply to any such arbitration. The
                                            Company shall not oppose Indemnitee’s right to seek any such adjudication or award
                                            in arbitration.



 


		14.2	In
                                            the event that a determination shall have been made pursuant to Section 12.1 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, Indemnitee shall be presumed to be entitled to be
                                            indemnified, held harmless, exonerated to receive advances 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 advances of Expenses, as the case may be, and the
                                            Company may not refer to or introduce into evidence any determination pursuant to Section 12.1
                                            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).



 






    - 9 -


     


    

 


		14.3	If
                                            a determination shall have been made pursuant to Section 12.1 of this Agreement that
                                            Indemnitee is entitled to indemnification, the Company shall be bound by such determination
                                            in any judicial proceeding or arbitration commenced pursuant to this 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.



 


		14.4	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.



 


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



 


		14.6	Interest
                                            shall be paid by the Company to Indemnitee at the legal rate under Delaware law for amounts
                                            which the Company indemnifies, holds harmless or exonerates, or is obliged to indemnify,
                                            hold harmless or exonerate 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 except for Section 27, to the extent requested by the Indemnitee and approved by the Board, the Company may
at any time and from time to time provide security to the 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 the Indemnitee, may not be revoked or released
without the prior written consent of the Indemnitee.


 


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



 


		16.1	The
                                            rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other
                                            rights to which Indemnitee may at any time be entitled under applicable law, the Charter,
                                            the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise.
                                            No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit
                                            or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless
                                            of when such Proceeding is first threatened, commenced or completed) arising out of, or related
                                            to, any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status
                                            prior to such amendment, alteration or repeal. To the extent that a change in applicable
                                            law, whether by statute or judicial decision, permits greater indemnification, hold harmless
                                            or exoneration rights or advancement of Expenses than would be afforded currently under the
                                            Charter, the Bylaws or this Agreement, then this Agreement (without any further action by
                                            the parties hereto) shall automatically be deemed to be amended to require that the Company
                                            indemnify 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.



 






    - 10 -


     


    

 


		16.2	The
                                            DGCL, the Charter, and the Bylaws permit the Company to purchase and maintain insurance or
                                            furnish similar protection or make other arrangements including, but not limited to, providing
                                            a trust fund, letter of credit, or surety bond (“Indemnification Arrangements”)
                                            on behalf of Indemnitee against any liability asserted against Indemnitee or incurred by
                                            or on behalf of Indemnitee or in such capacity as a director, officer, employee or agent
                                            of the Company, or arising out of Indemnitee’s status as such, whether or not the Company
                                            would have the power to indemnify Indemnitee against such liability under the provisions
                                            of this Agreement or under the DGCL, as it may then be in effect. The purchase, establishment,
                                            and maintenance of any such Indemnification Arrangement shall not in any way limit or affect
                                            the rights and obligations of the Company or of the Indemnitee under this Agreement except
                                            as expressly provided herein, and the execution and delivery of this Agreement by the Company
                                            and the 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.



 


		16.3	To
                                            the extent that the Company maintains an insurance policy or policies providing liability
                                            insurance for directors, officers, trustees, partners, managers, managing members, fiduciaries,
                                            employees, or agents of the Company or of any other Enterprise which such person serves at
                                            the request of the Company, Indemnitee shall be covered by such policy or policies in
                                            accordance with its or their terms to the maximum extent of the coverage available for any
                                            such director, officer, trustee, partner, 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 the Indemnitee, all amounts
                                            payable as a result of such Proceeding in accordance with the terms of such policies.



 


		16.4	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.



 


		16.5	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, except for 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.



 


		16.6	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.



 






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		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 Indemnitee’s Corporate Status, whether or not Indemnitee
is acting in any such capacity at the time any liability or expense is incurred for which indemnification or advancement can be provided
under this Agreement.


 


		18.	SEVERABILITY



 


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


 


		19.	ENFORCEMENT
                                            AND BINDING EFFECT



 


		19.1	The
                                            Company expressly confirms and agrees that it has entered into this Agreement and assumed
                                            the obligations imposed on it hereby in order to induce Indemnitee to serve 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.



 


		19.2	Without
                                            limiting any of the rights of Indemnitee under the Charter or Bylaws 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.



 


		19.3	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 of any other Enterprise at the Company’s
                                            request, and shall inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns,
                                            heirs, devisees, executors, and administrators and other legal representatives.



 


		19.4	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
                                            the 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.



 


		19.5	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 enforce this Agreement by seeking, among other things, injunctive
                                            relief and/or specific performance hereof, without any necessity of showing actual damage
                                            or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee
                                            shall not be precluded from seeking or obtaining any other relief to which Indemnitee may
                                            be entitled. The Company and Indemnitee further agree that Indemnitee shall, to the fullest
                                            extent permitted by law, be entitled to such specific performance and injunctive relief,
                                            including temporary restraining orders, preliminary injunctions and permanent injunctions,
                                            without the necessity of posting bonds or other undertaking in connection therewith. The
                                            Company acknowledges that in the absence of a waiver, a bond or undertaking may be required
                                            of Indemnitee by a Court of competent jurisdiction and the Company hereby waives any such
                                            requirement of such a bond or undertaking, to the fullest extent permitted by law.



 






    - 12 -


     


    

 


		20.	MODIFICATION
                                            AND WAIVER



 


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


 


		21.	NOTICES



 


All notices, requests, demands
and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by
hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) 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:



 


Western Acquisition Ventures Corp.


42 Broadway, 12th Floor


New York, New York 10004


Attention: Stephen Christoffersen, Chief
Executive Officer


Email: schristoffersen@westacqventures.com


 


With a copy, which shall not constitute
notice, to each of the following:


 


Reed Smith LLP


599 Lexington Avenue


New York, NY 10022


Attention: Ari
Edelman, Esq. and Marc Hauser, Esq.


Email: AEdelman@reedsmith.com
and MHauser@reedsmith.com


 


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


 


		22.	APPLICABLE
                                            LAW AND CONSENT TO JURISDICTION



 


This Agreement and the legal
relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without
regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of
this Agreement, to the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree
that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not
in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to
the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement;
(c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and, (d) waive, and
agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper
or inconvenient forum, or is subject (in whole or in part) to a jury trial. To the fullest extent permitted by law, the parties hereby
agree that the mailing of process and other papers in connection with any such action or proceeding in the manner provided by Section 21,
shall be valid and sufficient service thereof.


 


		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.


 






    - 13 -


     


    

 


		24.	MISCELLANEOUS



 


Use of the masculine pronoun
shall be deemed to include usage of the feminine pronoun where appropriate. 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, 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 an initial 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]


 






    - 14 -


     


    

 


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


 


	 	WESTERN
    ACQUISITION VENTURES CORP.
	 	 
	 	 
	 	By:	                   
	 	Name: Stephen Christoffersen
	 	Title:   Chief Executive Officer
	 	 
	 	 
	 	Indemnitee Name
	 	 
	 	 
	 	 
	 	 
	 	Address




 


[Signature page to Indemnification Agreement]