Exhibit 10.2


 


INDEMNIFICATION AGREEMENT


 


THIS INDEMNIFICATION AGREEMENT (this “Agreement”)
is made as of the 28th day of October, 2021 by and between NextNav Inc., a Delaware corporation (the “Company”),
and [●] (the “Indemnitee”).


 


RECITALS


 


A.
The Company’s board of directors (the “Board”) has determined that the increasing difficulty in attracting
and retaining qualified persons as directors and officers 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 adequate certainty of protection through insurance and indemnification
against risks of claims and actions against them arising out of their service to and activities on behalf of the Company.


 


B.
Section 145 of the General Corporation Law of the State of Delaware (the “DGCL”) empowers the Company by agreement
to indemnify and advance expenses to its officers, directors, employees and agents and to indemnify and advance expenses to persons who
serve, at the request of the Company, as directors, officers, employees or agents of other corporations or enterprises, and expressly
provides that the indemnification and advancement of expenses provided by Section 145 is not exclusive.


 


C.
The Company has adopted provisions in its Certificate of Incorporation and Bylaws providing for mandatory indemnification of its
officers and directors to the fullest extent permitted by applicable law, subject to certain limitations specified in the Certificate
of Incorporation and Bylaws, and the Company wishes to clarify and enhance the rights and obligations of the Company and the Indemnitee
with respect to indemnification.


 


D.
To induce and encourage highly experienced and capable persons such as the Indemnitee to serve and continue to serve as directors
and officers of the Company and in other capacities with respect to the Company and its affiliates, and to otherwise promote the desirable
end that such persons will resist what they consider unjustified lawsuits and claims made against them in connection with the good faith
performance of their duties to the Company, with the knowledge that certain costs, judgments, liabilities and expenses incurred by them
in their defense of such litigation are to be borne by the Company, the Board has determined that this Agreement is reasonable and prudent
to promote and ensure the best interests of the Company and its stockholders.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the
Indemnitee’s service as a director or officer of the Company, or service at the Company’s request as a director, officer,
employee or agent of other corporations or enterprises, after the date hereof, and for other good and valuable consideration, the sufficiency
of which is hereby acknowledged, the parties to this Agreement, intending to be legally bound, agree as follows:


 


1.  Service
by Indemnitee. The Indemnitee will serve and/or continue to serve as a director or officer of the Company faithfully and to the
best of the Indemnitee’s ability so long as the Indemnitee is duly elected or appointed and until such time as the Indemnitee
is removed, terminated or resigns.


 


2.  Indemnification.


 


(a)  General.
The Company shall indemnify the Indemnitee (i) as provided in this Agreement and (ii) subject to the provisions of this Agreement,
to the fullest extent and in a manner permitted by applicable law.


 






     


     


    

 


(b)  Proceedings
Other Than Proceedings by or in the Right of the Company. Except as provided in Section 4, the Indemnitee shall be
entitled to the rights of indemnification provided in this Section 2(b) if, by reason of the Indemnitee’s Corporate
Status, the Indemnitee is or was, or is or was threatened to be made, a party to, or is or was otherwise involved in, a Proceeding,
other than a Proceeding by or in the right of the Company to procure a judgment in its favor. The Indemnitee shall be indemnified
pursuant to and in accordance with this Section 2(b) against all Losses actually and reasonably incurred by the Indemnitee or
on the Indemnitee’s behalf in connection with such a Proceeding or any claim, issue or matter therein, but only if the
Indemnitee acted in good faith and in a manner that the Indemnitee reasonably believed to be in or not opposed to the best interests
of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the Indemnitee’s
conduct was unlawful.


 


(c)  Proceedings
by or in the Right of the Company. Except as provided in Section 4, the Indemnitee shall be entitled to the rights of
indemnification provided in this Section 2(c) if, by reason of the Indemnitee’s Corporate Status, the Indemnitee is or
was, or is or was threatened to be made, a party to, or is or was otherwise involved in, a Proceeding brought by or in the right of
the Company to procure a judgment in its favor. The Indemnitee shall be indemnified pursuant to and in accordance with this Section
2(c) against all Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection
with such a Proceeding or any claim, issue or matter therein, but only if the Indemnitee acted in good faith and in a manner that
the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however,
that no indemnification for such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the
Indemnitee shall have been adjudged liable to the Company, except to the extent (and only to the extent) that the Court of Chancery
of the State of Delaware (the “Delaware Chancery Court”) or the court in which such Proceeding was brought shall
determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the
Indemnitee is fairly and reasonably entitled to indemnity for such expenses that the Delaware Chancery Court or such other court
shall deem proper. Notwithstanding anything to the contrary in this Agreement, if the Indemnitee, by reason of the
Indemnitee’s Corporate Status, is or was, or is or was threatened to be made, a party to any Proceeding by or in the right of
the Company to procure a judgment in its favor, then the Company shall not indemnify the Indemnitee for any judgment, penalty, fines
or amounts paid in settlement to the Company in connection with such Proceeding.


 


(d)  
Indemnification for Expenses if Indemnitee is Wholly or Partly Successful. Notwithstanding anything to the contrary in this
Agreement, to the extent that the Indemnitee, by reason of the Indemnitee’s Corporate Status, is or was, or is or was
threatened to be made, a party to any Proceeding and is successful, on the merits or otherwise, in defending such Proceeding
(including dismissal without prejudice), the Indemnitee shall be indemnified to the maximum extent permitted by law against all
Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection with the defense of
such Proceeding. If the Indemnitee is not wholly successful in defending any such Proceeding but is successful, on the merits or
otherwise, in defending one or more but less than all of the claims, issues or matters in such Proceeding (including dismissal
without prejudice of certain claims), the Company shall indemnify the Indemnitee against all Expenses actually and reasonably
incurred by the Indemnitee or on the Indemnitee’s behalf in defending each such successfully resolved claim, issue or matter.
To the extent the Indemnitee has been successful, on the merits or otherwise, in defending any Proceeding, or in defending any
claim, issue or matter therein, the Indemnitee shall be entitled to indemnification as provided in this Section 2(d)
regardless of whether the Indemnitee met the standards of conduct set forth in Sections 2(b) and 2(c).


 






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(e)  Indemnification
for Expenses as a Witness. Notwithstanding anything to the contrary in this Agreement, to the fullest extent permitted by
applicable law, to the extent that the Indemnitee, by reason of the Indemnitee’s Corporate Status, is or was, or is or was
threatened to be made, a witness in any Proceeding to which the Indemnitee is not a party, the Indemnitee shall be indemnified
against all Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection therewith.
To the extent permitted by applicable law, the Indemnitee shall be entitled to indemnification for Expenses incurred in connection
with being, or being threatened to be made, a witness, as provided in this Section 2(e), regardless of whether the Indemnitee
met the standards of conduct set forth in Sections 2(b) and 2(c).


 


(f)  Partial
Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some
portion of the Losses actually and reasonably incurred by the Indemnitee in a Proceeding, but not for the total amount thereof, the
Company shall indemnify the Indemnitee for the portion of such Losses to which the Indemnitee is entitled.


 


3.  Advancement
of Expenses. Notwithstanding anything to the contrary in this Agreement, but subject to Section 4, if, by reason of the
Indemnitee’s Corporate Status, the Indemnitee is or was, or is or was threatened to be made, a party to, is or was otherwise
involved in, or is or was, or is or was threatened to be made, a witness in any Proceeding (including a Proceeding brought by or in
the right of the Company to procure a judgment in its favor), then the Company shall advance all Expenses actually and reasonably
incurred by or on behalf of the Indemnitee in connection with any such Proceeding in advance of the final disposition of such
Proceeding within 30 calendar days after the receipt by the Company of a written request for such advance or advances from time to
time. Such written request shall include or be accompanied by a statement or statements reasonably evidencing the Expenses incurred
by or on behalf of the Indemnitee and for which advancement is requested. The Indemnitee hereby undertakes to repay to the Company
any advances of Expenses pursuant to this Section 3 if and to the extent that it shall ultimately be determined by final
judicial decision from which there is no further right to appeal that the Indemnitee is not entitled to be indemnified against such
Expenses under this Agreement or otherwise. Any advances and undertakings to repay pursuant to this Section 3 shall be
unsecured and interest free. The Indemnitee shall be entitled to advancement of Expenses as provided in this Section 3
regardless of any determination by or on behalf of the Company that the Indemnitee has not met the standards of conduct set forth in Sections
2(b) and 2(c).


 


4.  Proceedings
Against the Company; Certain Securities Laws Claims.


 


(a)  Notwithstanding
anything to the contrary in Section 2 or Section 3, except as provided in Section 7(d), with respect to a
Proceeding initiated against the Company by the Indemnitee (whether initiated by the Indemnitee in or by reason of such
person’s capacity as an officer or director of the Company or in or by reason of any other capacity, including as an employee
or agent of the Company or a director, officer, employee or agent of Another Enterprise), the Company shall not be required to
indemnify or advance Expenses to the Indemnitee in connection with prosecuting such Proceeding (or any part thereof) or in defending
any counterclaim, cross-claim, affirmative defense or like claim of the Company in such Proceeding (or any part thereof) unless such
Proceeding was authorized by the Board. For purposes of this Section 4, a compulsory counterclaim by the Indemnitee against
the Company in connection with a Proceeding initiated against the Indemnitee by the Company shall not be considered a Proceeding (or
part thereof) initiated against the Company by the Indemnitee, and the Indemnitee shall have all rights of indemnification and
advancement with respect to any such compulsory counterclaim in accordance with and subject to the terms of this Agreement.


 






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(b)  Notwithstanding
anything to the contrary in Section 2 (other than Section 2(d)) or Section 3), except as provided in Section
2(d) with respect to indemnification of Expenses in connection with whole or partial success on the merits or otherwise in
defending any Proceeding, the Company shall not be required to indemnify the Indemnitee in connection with any claim made against
the Indemnitee for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by the Indemnitee of
securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) or similar provisions of state statutory law or common law or (ii) any reimbursement of the
Company by the Indemnitee for any bonus or other incentive-based or equity-based compensation or for any profits realized by the
Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such
reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002
(the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by the
Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act).


 


5.  
Procedure for Determination of Entitlement to Indemnification; Independent Counsel.


 


(a)  To
obtain indemnification under this Agreement, the Indemnitee shall submit to the Company (following the final disposition of the
applicable Proceeding) a written request for indemnification, including therein or therewith, except to the extent previously
provided to the Company in connection with a request or requests for advancement pursuant to Section 3, a statement or
statements reasonably evidencing all Losses incurred or paid by or on behalf of the Indemnitee and for which indemnification is
requested. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in
writing that the Indemnitee has requested indemnification.


 


(b)  Upon
written request by the Indemnitee for indemnification pursuant to the first sentence of Section 5(a), if required by
applicable law and to the extent not otherwise provided in Section 2(d) of this Agreement, a determination with respect to
the Indemnitee’s entitlement to indemnification shall be made in the specific case as follows: (i) if a Change in Control
shall have occurred and if so requested in writing by the Indemnitee, by Independent Counsel in a written opinion to the Board; or
(ii) if a Change in Control shall not have occurred (or if a Change in Control shall have occurred but the Indemnitee shall not
have requested that indemnification be determined by Independent Counsel as provided in clause (i) of this Section 5(b)), (A)
by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested
Directors designated by majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are
no such Disinterested Directors, or if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the
Board or (D) by the Company’s stockholders in accordance with applicable law. Notice in writing of any determination as to the
Indemnitee’s entitlement to indemnification shall be delivered to the Indemnitee promptly after such determination is made,
and if such determination of entitlement to indemnification has been made by Independent Counsel in a written opinion to the Board,
then such notice shall be accompanied by a copy of such written opinion. If it is determined that the Indemnitee is entitled to
indemnification, then payment to the Indemnitee of all amounts to which the Indemnitee is determined to be entitled shall be made
within 30 calendar days after such determination. If it is determined that the Indemnitee is not entitled to indemnification, then
the written notice to the Indemnitee (or, if such determination has been made by Independent Counsel in a written opinion, the copy
of such written opinion delivered to the Indemnitee) shall disclose the basis of such determination. The Indemnitee shall cooperate
with the person, persons or entity making the determination with respect to the Indemnitee’s entitlement to indemnification,
including providing to such person, persons or entity upon reasonable advance request any documentation or information that is not
privileged or otherwise protected from disclosure and that is reasonably available to the Indemnitee and reasonably necessary to
determine whether and to what extent the Indemnitee is entitled to indemnification.


 






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(c)  
If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 5(b), the
Independent Counsel shall be selected as provided in this Section 5(c). If a Change in Control shall not have occurred (or if
a Change in Control shall have occurred but the Indemnitee shall not have requested that indemnification be determined by
Independent Counsel as provided in clause (i) of Section 5(b)), then the Independent Counsel shall be selected by the Board,
and the Company shall give written notice to the Indemnitee advising the Indemnitee of the identity of the Independent Counsel so
selected. If a Change in Control shall have occurred and the Indemnitee shall have requested that indemnification be determined by
Independent Counsel, then the Independent Counsel shall be selected by the Indemnitee (unless the Indemnitee shall request that such
selection be made by the Board, in which event the preceding sentence shall apply), and the Indemnitee shall give written notice to
the Company advising it of the identity of the Independent Counsel so selected. In either event, the Indemnitee or the Company, as
the case may be, may, within 10 calendar days after such written notice of selection has been given, deliver to the Company or to
the 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 law firm or person so selected does not meet the requirements of “Independent
Counsel” as defined in Section 23, and the objection shall set forth the 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 law firm or person so selected may not serve as Independent Counsel unless and until such objection is withdrawn or the Delaware
Chancery Court or another court of competent jurisdiction in the State of Delaware has determined that such objection is without
merit. If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 5(b)
and, following the expiration of 20 calendar days after submission by the Indemnitee of a written request for indemnification
pursuant to Section 5(a), Independent Counsel shall not have been selected, or an objection thereto has been made and not
withdrawn, then either the Company or the Indemnitee may petition the Delaware Chancery Court or other court of competent
jurisdiction in the State of Delaware for resolution of any objection that shall have been made by the Company or the Indemnitee to
the other’s selection of Independent Counsel and/or for appointment as Independent Counsel of a law firm or person selected by
such court (or selected by such person as the court shall designate), and the law firm or person with respect to whom all objections
are so resolved or the law firm or person so appointed shall act as Independent Counsel under Section 5(b). Upon the due
commencement of any judicial proceeding, Independent Counsel shall be discharged and relieved of any further responsibility in such
capacity (subject to the applicable standards of professional conduct then prevailing). If the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to Section 5(b), then the Company agrees to pay the reasonable
fees and expenses of such 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.


 


6.  
Burden of Proof, Defenses and Presumptions.


 


(a)  In
any judicial proceeding brought by the Indemnitee to enforce rights to indemnification or an advancement of expenses hereunder, or
in any action, suit or proceeding brought by the Company to recover an advancement of expenses (whether pursuant to the terms of an
undertaking or otherwise), the burden shall be on the Company to prove that the Indemnitee is not entitled to be indemnified, or to
such an advancement of expenses, as the case may be.


 


(b)  It
shall be a defense in any judicial proceeding to enforce rights to indemnification under Section 2(b) or Section 2(c)
(but not in any judicial proceeding to enforce a right to an advancement of expenses under Section 3) that the Indemnitee has
not met the standards of conduct set forth in Section 2(b) or Section 2(c), as the case may be, but the burden of
proving such defense shall be on the Company. With respect to any judicial proceeding brought by the Indemnitee to enforce a right
to indemnification hereunder, or any action, suit or proceeding brought by the Company to recover an advancement of expenses
(whether pursuant to the terms of an undertaking or otherwise), neither (i) the failure of the Company (including by its directors
or Independent Counsel) to have made a determination prior to the commencement of such action, suit, or proceeding that
indemnification is proper in the circumstances because the Indemnitee has met the applicable standards of conduct, nor (ii) an
actual determination by the Company (including by its directors or Independent Counsel) that the Indemnitee has not met such
applicable standards of conduct, shall create a presumption that the Indemnitee has not met the applicable standards of conduct or,
in the case of a judicial proceeding brought by the Indemnitee seeking to enforce a right to indemnification hereunder, be a defense
to such proceeding.


 






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(c)  The
termination of any Proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendre or its
equivalent, shall not, of itself, adversely affect the right of the Indemnitee to indemnification hereunder or create a presumption
(i) that the Indemnitee did not act in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the
best interests of the Company, or (ii) with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe
that the Indemnitee’s conduct was unlawful.


 


(d)  For
purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith if the Indemnitee’s
action is based on (i) the records or books of account of the Company or Another Enterprise (if the Indemnitee is or was serving as
a director, officer, employee, agent, or fiduciary of such Other Enterprise at the request of the Company), including financial
statements, (ii) information supplied to the Indemnitee by the officers of the Company or Another Enterprise in the course of their
duties, (iii) the advice of legal counsel for the Company or Another Enterprise or (iv) information or records given or reports made
to the Company or Another Enterprise by an independent certified public accountant, appraiser or other expert selected by the
Company or Another Enterprise. The provisions of this Section 6(d) 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 standards of conduct set forth in
this Agreement.


 


(e)  The
knowledge and/or actions, or failure to act, of any other director, officer, agent or employee of the Company or Another Enterprise
shall not be imputed to the Indemnitee for purposes of determining the Indemnitee’s right to indemnification under this
Agreement.


 


7.  
Remedies of Indemnitee.


 


(a)  In
the event that (i) a determination is made pursuant to Section 5 that the Indemnitee is not entitled to indemnification under
this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 3, (iii) except when the determination of
entitlement to indemnification is to be made by Independent Counsel pursuant to Section 5(b), no determination of entitlement
to indemnification shall have been made pursuant to Section 5(b) within 60 calendar days after receipt by the Company of the
Indemnitee’s written request for indemnification, (iv) under circumstances in which the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to Section 5(b), no determination of entitlement to
indemnification shall have been made pursuant to Section 5(b) within 80 calendar days after receipt by the Company of the
Indemnitee’s written request for indemnification (unless an objection to the selection of such Independent Counsel has been
made and substantiated and not withdrawn, in which case the applicable time period shall be 70 calendar days after the Delaware
Chancery Court or another court of competent jurisdiction in the State of Delaware (or such person as is appointed by such court to
make such determination) has determined or appointed the person to act as Independent Counsel pursuant to Section 5(b)),
(v) payment of indemnification is not made pursuant to Section 2(d) or Section 2(e) within 20 calendar days after
receipt by the Company of a written request therefor or (vi) payment of indemnification pursuant to Section 2(b) or Section
2(c) is not made within 20 calendar days after a determination has been made pursuant to Section 5(b) that the Indemnitee
is entitled to indemnification, then the Indemnitee shall be entitled to seek an adjudication by the Delaware Chancery Court of the
Indemnitee’s entitlement to such indemnification or advancement of Expenses.


 






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(b)  In
the event that a determination shall have been made pursuant to Section 5(b) that the Indemnitee is not entitled to
indemnification, any judicial proceeding shall be conducted in all respects as a de novo trial on the merits and the
Indemnitee shall not be prejudiced by reason of that adverse determination.


 


(c)  If
a determination shall have been made pursuant to Section 5(b) that the Indemnitee is entitled to indemnification, the Company
shall be bound by such determination in any judicial proceeding, absent (i) a misstatement or misrepresentation by the Indemnitee
(or anyone acting on the Indemnitee’s behalf) of a material fact, or an omission of a material fact necessary to make the
Indemnitee’s statement (or statements of persons acting on behalf of the Indemnitee) not materially misleading, in connection
with the request for indemnification or in connection with the provision of information or documentation pursuant to the last
sentence of Section 5(b) or (ii) a prohibition of such indemnification under applicable law.


 


(d)  In
the event that the Indemnitee, pursuant to this Section 7, seeks a judicial adjudication to enforce the Indemnitee’s
rights under, or to recover damages for breach of, this Agreement, then the Indemnitee shall be entitled to recover from the
Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by or on behalf of
the Indemnitee in such judicial adjudication, but only if (and only to the extent) the Indemnitee prevails therein. If it shall be
determined in said judicial adjudication that the Indemnitee is entitled to receive part but not all of the indemnification or
advancement of Expenses sought, the expenses incurred by the Indemnitee in connection with such judicial adjudication shall be
appropriately prorated.


 


8.  
Non-Exclusivity. Except to the extent expressly provided herein, the rights of indemnification and to receive advancement
of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may at any time be
entitled under applicable law, the Company’s Certificate of Incorporation, the Company’s Bylaws, any agreement, a vote of
stockholders, or a resolution of directors, or otherwise, both as to action in or by reason of the Indemnitee’s Corporate Status
and as to action in or by reason of any other capacity of the Indemnitee while serving as a director or officer of the Company. No right
or remedy herein conferred is intended to be exclusive of any other right or remedy, and every 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. In the event
of any change after the date of this Agreement in any applicable law, statute or rule that expands the power of a Delaware corporation
to indemnify a member of its board of directors or an officer, employee, agent or fiduciary, it is the intent of the parties hereto that
the Indemnitee shall enjoy by this Agreement the greatest benefits afforded by such change. Notwithstanding anything to the contrary in
this Section 8, to the extent the time periods specified in Section 3 and Section 7(a) with respect to the time at
which the Indemnitee shall be entitled to seek an adjudication as to the Indemnitee’s entitlement to indemnification or advancement
differ from similar time periods specified in the Company’s Certificate of Incorporation or Bylaws, the time periods set forth in
Section 3 and Section 7(a) shall control and be binding on the Indemnitee and the Company and shall be deemed a waiver of
any contrary right specified in the Company’s Certificate of Incorporation or Bylaws. The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.


 






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9.  
Insurance, Subrogation and Other Sources of Payment.


 


(a)  The
Company hereby covenants and agrees that from the date hereof through the Termination Date, the Company shall use reasonable efforts
to maintain in full force and effect its current policy or policies of directors’ and officers’ liability insurance for
the benefit of the Indemnitee; provided, however, that the Company may substitute therefor replacement or substitute
policies of at least the same coverage and amounts, with financially sound and responsible insurers, containing terms and conditions
that are not materially less advantageous in the aggregate to the Indemnitee. Following the Termination Date, for so long as the
Indemnitee may be subject to any possible claim by reason of the Indemnitee’s Corporate Status, the Company agrees to use
reasonable efforts either (i) to cause to be obtained “tail” insurance policies with coverage terms at least as
favorable (including in amount and scope) as the Company’s then current policy or policies of directors’ and
officers’ liability insurance and insuring against claims arising from actions taken or omitted by the Indemnitee, or facts or
events that occurred, on or before the Termination Date or (ii) to maintain in effect its then current policy or policies of
directors’ and officers’ liability insurance for the benefit of the Indemnitee with respect to claims arising from
actions taken or omitted by the Indemnitee, or facts or events that occurred, on or before the Termination Date; provided, however,
that the Company may substitute therefor replacement or substitute policies of at least the same coverage and amounts, with
financially sound and responsible insurers, containing terms and conditions that are not materially less advantageous in the
aggregate to the Indemnitee. Notwithstanding anything to the contrary in this Agreement, with respect to the obligations of the
Company to maintain directors’ and officers’ liability insurance as set forth in the first and second sentences of this Section
9a), the Company shall not be obligated to make annual premium payments for any such insurance to the extent such premiums
exceed 200% of the premiums currently being paid by the Company for such insurance or reserved pursuant to a self-insurance program
and if such premiums for such insurance would at any time exceed 200% of such current premium or reserves, then the Company shall
cause to be maintained policies of insurance which, in the good faith determination of the Board, provide the maximum coverage
available at an annual premium equal to 200% of such current premium or reserves. If, at the time of the receipt of a notice of a
Proceeding pursuant to Section 15, the Company has director and officer liability insurance in effect, the Company shall
give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the
respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of
the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. The provision of
directors’ and officers’ liability insurance as provided in this Section 9(a) shall be in addition to the
Company’s obligations under Section 2 and Section 3 and shall not be deemed to be in satisfaction of those
obligations.


 


(b)  In
the event of any payment to or on behalf of the Indemnitee under this Agreement, the Company shall be subrogated to the extent of
such payment to all of the rights of recovery of the 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.


 


(c)  Except
to the extent required by applicable law, the Company shall not be liable under this Agreement to make any payment to the Indemnitee
with respect to amounts otherwise indemnifiable (or for which advancement is otherwise required) if and to the extent that the
Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise. Nothing in
this Agreement is intended to affect any right of contribution of or against the Company in the event the Company and any other
person or persons have co-equal obligations to indemnify or advance expenses to the Indemnitee.


 






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(d)  
The Company’s obligation to indemnify or advance Expenses under this Agreement to the Indemnitee, in connection with or by
reason of the Indemnitee’s service at the request of the Company as a director, officer, employee, agent or fiduciary of
Another Enterprise, shall be reduced by any amount that the Indemnitee has actually received as indemnification or advancement of
Expenses from such Other Enterprise with respect to the Proceeding for which indemnification or advancement of Expenses is
sought.


 


10.  
Contribution. To the fullest extent permitted by applicable law, if, in connection with any Proceeding (or part thereof)
in respect of which the Indemnitee would otherwise be entitled to indemnification hereunder, the indemnification provided for in this
Agreement is unavailable to the Indemnitee for any reason whatsoever, then the Company, in lieu of indemnifying the Indemnitee, shall
contribute to the amount that is incurred by the Indemnitee in connection with such Proceeding (or such part thereof) and that would otherwise
have been subject to indemnification hereunder, in such proportion as is deemed fair and reasonable in light of all of the circumstances
of such Proceeding to reflect (a) the relative benefits received by the Company, on the one hand, and the Indemnitee, on the other hand,
as a result of the event(s) and/or transaction(s) giving cause to such Proceeding (or such part thereof); and/or (b) the relative fault
of the Company (and its directors, officers, employees and agents), on the one hand, and the Indemnitee, on the other hand, in connection
with such event(s) and/or transaction(s).


 


11.  
Settlements. Notwithstanding anything to the contrary in this Agreement or the Company’s Certificate of Incorporation
or Bylaws, the Company shall have no obligation to indemnify the Indemnitee for any amounts paid by or on behalf of the Indemnitee in
settlement of any Proceeding, unless the Company has consented in writing to such settlement, which consent shall not be unreasonably
withheld. The Company shall not settle any claim in any manner that would impose any fine or obligation on the Indemnitee without the
Indemnitee’s prior written consent, which consent shall not be unreasonably withheld.


 


12.  
Survival of Rights, Binding Effect and Successors and Assigns.


 


(a)  The
indemnification and advancement of Expenses and other rights provided by, or granted pursuant to, this Agreement shall continue
during the period that the Indemnitee is a director or officer of the Company and shall continue through and after the Termination
Date so long as the Indemnitee shall, by reason of the Indemnitee’s Corporate Status, be subject to any possible Proceeding
(including any appeal thereto) with respect to any action taken or omitted (or that is alleged to have been taken or omitted) by the
Indemnitee, or any facts or events that occurred (or that are alleged to have occurred), on or before the Termination Date, and
shall further continue for such period of time following the conclusion of any such Proceeding as may be reasonably necessary for
the Indemnitee to enforce rights and remedies pursuant to this Agreement as provided in Section 7.


 


(b)  This
Agreement shall be binding upon the Indemnitee and upon the Company and its successors and assigns, and shall inure to the benefit
of the Indemnitee and the Indemnitee’s heirs, personal representatives, executors, administrators and assigns and to the
benefit of the Company and its successors and assigns. 


 


(c)  The
Company further agrees that in the event the Company or any of its successors or assigns (i) consolidates with or merges into any
other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or
(ii) transfers or conveys all or substantially all of its properties and assets to any corporation or entity, then, and in each such
case, to the extent necessary, proper provision shall be made so that the successors and assigns of the Company as a result of such
transaction assume the obligations of the Company set forth in this Agreement, including any requirements with respect to
directors’ and officers’ liability insurance set forth in Section 9.


 






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13.  
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 each portion
of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid,
illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted
by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the
maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including
each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not
itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.


 


14.  
Acknowledgement. The Company expressly acknowledges, confirms and agrees that it has entered into this Agreement and has
assumed the obligations imposed on the Company hereby to induce the Indemnitee to serve or continue to serve as a director or officer
of the Company, and the Company acknowledges that the Indemnitee is relying upon this Agreement in serving and continuing to serve in
such capacity. In addition, both the Company and the Indemnitee acknowledge that in certain instances, federal law or applicable public
policy may prohibit the Company from indemnifying its directors, officers, employees, agents or fiduciaries under this Agreement or otherwise.
The Indemnitee understands and acknowledges that the Company may be required in the future to undertake with the Securities and Exchange
Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s rights
under public policy to indemnify the Indemnitee.


 


15.  
Notice by Indemnitee. The Indemnitee agrees to notify the Company promptly and in writing upon being served with any summons,
citation, subpoena, complaint, petition, indictment, information or other document relating to the actual or threatened commencement of
any Proceeding or matter that may be subject to indemnification or advancement of Expenses covered by this Agreement. The failure of the
Indemnitee to so notify the Company shall not relieve the Company of any obligation that it may have to the Indemnitee under this Agreement
or otherwise, except to the extent the Company is materially prejudiced by such failure.


 


16.  
Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have
been duly given (a) if delivered by hand to the party to whom said notice or other communication shall have been directed, on the date
so delivered or (b) if mailed by certified or registered mail with postage prepaid, on the third business day after the date on which
it is so mailed. All such notices, requests, demands and other communications shall be delivered to the Indemnitee or to the Company,
as the case may be, at the following addresses:


 


If to the Indemnitee, to the address set forth
on the signature page this Agreement


 


If to the Company, to:


 


NextNav Inc.


1775 Tysons Blvd., 5th Floor


McLean, Virginia 22102


Attn: Chief Financial Officer


 






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or to such other address as may have been furnished to the Indemnitee
by the Company or to the Company by the Indemnitee, as the case may be, by like notice.


 


17.  
Counterparts; Execution and Exchange by Electronic Means. 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. The
execution and delivery of this Agreement by facsimile, electronic mail (including email, .pdf or other digital copies of signatures) or
another form of electronic signature or transmission shall be sufficient to evidence the signatories’ intent to sign this Agreement
and sufficient to bind the parties to the terms and provisions of this Agreement.


 


18.  
Interpretation.


 


(a)  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.


 


(b)  (i)
The terms “hereof,” “herein,” “hereby,” “hereto,” and
derivative or similar words refer to this entire Agreement, including Exhibits hereto, (ii) any reference herein to a
“Section” is to a Section of this Agreement unless otherwise specified, (iii) the terms “include,”
“includes,” “including” and words of similar import when used in this Agreement mean
“including, without limitation” unless otherwise specified, (iv) the term “any” means
“any and all” and (v) the term “or” shall not be exclusive and shall mean
“and/or”.


 


(c)
(i) References to “days” mean calendar days unless Business Days are expressly specified and (ii) references
to “written” or “in writing” include in electronic form.


 


(d)
Whenever the context requires, words in the singular shall be held to include the plural and vice versa, and words of one gender
shall be held to include the other gender as the context requires.


 


(e)
References herein to “fines” shall include any excise tax assessed with respect to any employee benefit plan.


 


(f)
References herein to a director of Another Enterprise or a director of an Other Enterprise shall include, in the case of any entity
that is not managed by a board of directors, such other position, such as manager or trustee or member of the governing body of such entity,
that entails responsibility for the management and direction of such entity’s affairs, including the general partner of any partnership
(general or limited) and the manager or managing member of any limited liability company.


 


(g)
(i) References herein to serving at the request of the Company as a director, officer, employee, agent or fiduciary of Another
Enterprise shall include any service as a director, officer, employee or agent of the Company that imposes duties on, or involves services
by, such director or officer with respect to an employee benefit plan of the Company or any of its affiliates, other than solely as a
participant or beneficiary of such a plan; and (ii) if the Indemnitee has acted in good faith and in a manner the Indemnitee reasonably
believed to be in the interest of the participants and beneficiaries of an employee benefit plan, the Indemnitee shall be deemed to have
acted in a manner not opposed to the best interests of the Company for purposes of this Agreement.


 






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19.  
Entire Agreement. 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.


 


20.  
Modification and Waiver.


 


(a)
No amendment, modification, supplementation or repeal of this Agreement or any provision hereof shall be binding unless executed
in writing by both of 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 hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


 


(b)
No amendment, modification, supplementation or repeal of this Agreement or any provision hereof shall limit or restrict any rights
of the Indemnitee under this Agreement in respect of any action taken or omitted by the Indemnitee in or by reason of the Indemnitee’s
Corporate Status prior to such amendment, modification, supplementation or repeal.


 


21.  
Governing Law; Submission to Jurisdiction; Service of Process.


 


(a)
This Agreement and the legal relations among the parties with respect to the matters addressed hereby 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.


 


(b)
Except to the extent permitted by Section 2(c) with respect to a determination by a court in which an underlying Proceeding
was brought that the Indemnitee is entitled to indemnification of Expenses notwithstanding an adjudication of liability to the Company,
each of the Company and the Indemnitee hereby irrevocably and unconditionally (i) agrees and consents to the jurisdiction of the courts
of the State of Delaware for all purposes in connection with any action, suit or proceeding that arises out of or relates to this Agreement
and agrees that any such action instituted under this Agreement shall be brought only in the Delaware Chancery Court (or in any other
state court of the State of Delaware if the Delaware Chancery Court does not have subject matter jurisdiction over such action), and not
in any other state or federal court in the United States of America or any court or tribunal in any other country; (ii) consents
to submit to the exclusive jurisdiction of the courts of the State of Delaware for purposes of any action or proceeding arising out of
or in connection with this Agreement; (iii) waives any objection to the laying of venue of any such action or proceeding in the courts
of the State of Delaware; and (iv) waives, and agrees not to plead or to make, any claim that any such action or proceeding brought
in the courts of the State of Delaware has been brought in an improper or otherwise inconvenient forum.


 


(c)
Each of the Company and the Indemnitee hereby consents to service of any summons and complaint and any other process that may be
served in any action, suit or proceeding arising out of or relating to this Agreement in any court of the State of Delaware by mailing
by certified or registered mail, with postage prepaid, copies of such process to such party at its address for receiving notice pursuant
to Section 16. Nothing in this Agreement shall preclude service of process by any other means permitted by applicable law.


 


22.  
Nature of Agreement. This Agreement shall not be deemed an employment contract between the Company and the Indemnitee, and,
if the Indemnitee is an officer or employee of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged
as an officer or employee of the Company at any time for any reason, with or without cause, and with or without severance compensation,
except as may be otherwise provided in a separate written contract between the Company and the Indemnitee.


 






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23.  
Definitions. For purposes of this Agreement:


 


(a)
 “Another Enterprise” and “Other Enterprise” mean a corporation, partnership, limited liability
company, joint venture, trust, employee benefit plan or any other form of enterprise, in each case, other than the Company.


 


(b)
“Change in Control” means, and shall be deemed to have occurred if, (i) any “person” (as such term
is used in Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee
benefit plan of the Company acting in such capacity or 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, becomes the “beneficial owner” (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%)
of the total voting power represented by the Company’s then outstanding voting stock, (ii) during any period of two (2) consecutive
years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute
the Board and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved
by a vote of at least a majority of the directors then still in office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, (iii) the stockholders
of the Company approve a merger or consolidation of the Company with any other corporation other than a merger or consolidation that would
result in the voting stock of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding
or by being converted into voting stock of the surviving entity) at least fifty percent (50%) of the total voting power represented by
the voting stock of the Company or such surviving entity outstanding immediately after such merger or consolidation or (iv) the stockholders
of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one
transaction or a series of related transactions) of all or substantially all of the Company’s assets.


 


(c)
“Corporate Status” means (i) the Indemnitee’s status as a present or former director or officer of the
Company, (ii) the Indemnitee’s present or former status, at any time while serving as a director or officer of the Company, as a
director, officer, employee, agent or fiduciary of Another Enterprise to the extent the Indemnitee is or was serving in such capacity
with respect to such Other Enterprise at the request of Company or (iii) the Indemnitee’s present or former status as a director,
officer, employee, agent or fiduciary of Another Enterprise to the extent the Indemnitee served in such capacity with respect to such
Other Enterprise while serving as a director or officer of the Company, continued serving in such capacity with respect to such Other
Enterprise after ceasing to be a director or officer of the Company, and is or was serving in such capacity with respect to such Other
Enterprise at the request of Company.


 


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


 


(e)
“Expenses” means any of the following: reasonable attorneys’ fees; retainers; disbursements of counsel;
court costs; filing fees; transcript costs; fees and expenses of experts; fees and expenses of witnesses; fees and expenses of accountants
and other consultants (excluding public relations consultants unless approved in advance by the Company); travel expenses; duplicating
and imaging costs; printing and binding costs; telephone charges; facsimile transmission charges; computer legal research costs; postage;
delivery service fees; fees and expenses of third-party vendors; and the premium, security for, and other costs associated with any bond
(including supersedeas or appeal bonds, injunction bonds, cost bonds, appraisal bonds or their equivalents), in each case incurred in
connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise
participating in a Proceeding (including any judicial Proceeding brought to enforce the Indemnitee’s rights under, or to recover
damages for breach of, this Agreement), as well as all other “expenses” within the meaning of that term as used in Section
145 of the DGCL and all other disbursements or expenses of types customarily and reasonably incurred in connection with prosecuting, defending,
preparing to prosecute or defend, investigating, being or preparing to be a witness in or otherwise participating in actions, suits or
proceedings similar to or of the same type as the Proceeding with respect to which such disbursements or expenses were incurred; provided,
however, that “Expenses” shall not include amounts of judgments, penalties or fines actually levied against, or amounts
paid in settlement by, the Indemnitee in connection with any Proceeding.


 






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(f)
“Independent Counsel” means a law firm, or a person admitted to practice law in any State of the United States,
that is experienced in matters of corporation law and neither presently is, nor in the past three years has been, retained to represent:
(i) the Company or the Indemnitee in any matter material to either such party (other than with respect to serving as Independent Counsel
(or similar independent legal counsel position) as to matters concerning the rights of the Indemnitee under this Agreement, the rights
of other indemnitees under similar indemnification agreements or the rights of the Indemnitee or other indemnitees to indemnification
under the Company’s Certificate of Incorporation or Bylaws) or (ii) any other party to the Proceeding giving rise to a claim for
indemnification hereunder. Notwithstanding the foregoing, “Independent Counsel” shall not include any law firm or person who,
under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company
or the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement. For the avoidance of doubt, “Independent
Counsel” also shall not include any law firm or person who represented or advised any entity or person in connection with a Change
in Control of the Company.


 


(g)
“Losses” means all Expenses, judgments, penalties, fines, liabilities and amounts paid in settlement in connection
with a Proceeding.


 


(h)
“Proceeding” means any threatened, pending or completed action, suit, arbitration, alternative dispute resolution
mechanism, investigation (including any internal investigation), inquiry, administrative hearing or other proceeding, whether brought
by or in the right of the Company or otherwise, and whether civil, criminal, administrative or investigative.


 


(i)
“Termination Date” means the date on which the Indemnitee is no longer a director or officer of the Company;
provided, however, that if (i) the Indemnitee continues to serve as a director, officer, employee, agent or fiduciary of
Another Enterprise after the date on which the Indemnitee is no longer a director or officer of the Company, (ii) the Indemnitee is serving
in such capacity with respect to such Other Enterprise at the request of the Company and (iii) the Indemnitee served in such capacity
with respect to such Other Enterprise while serving as a director or officer of the Company, then “Termination Date” shall
mean such later date after the Indemnitee is no longer a director or officer of the Company on which the Indemnitee is no longer serving
in such capacity with respect to such Other Enterprise.


 


[Signature
page follows]


 




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IN WITNESS WHEREOF, the Company and the
Indemnitee have executed this Agreement on and as of the day and year first above written.


 





	 	COMPANY:
	 	 	 
	 	NextNav Inc.
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 	 
	 	 	 
	 	INDEMNITEE:
	 	 	 
	 	 	 
	 	 
	 	[NAME]	 
	 	 	 
	 	Address:	 
	 	 	 
	 	 	 
	 	 	 


 


[Signature Page to Indemnification
Agreement]


 


 


15