Exhibit 10.4

   

  INDEMNITY AGREEMENT

   

  THIS INDEMNITY AGREEMENT (this “Agreement”)
    is made as of January [●], 2021, by and between Kernel Group Holdings, Inc., a Cayman Islands exempted company (the “Company”),
    and [●] (“Indemnitee”).

   

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

   

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

   

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

   

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

   

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

   

  WHEREAS, this Agreement is a supplement
    to and in furtherance of the Articles of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute
    therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and

   

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

   

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

   

  		1.	SERVICES TO THE COMPANY


   

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

   

  
  
    	 		 


  

  
     

  

  
   

  		2.	DEFINITIONS


   

  As used in this Agreement:

   

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


   

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


   

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


   

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


   

  		(i)	Acquisition of Shares by Third Party. Other than an affiliate of Kernel Capital Holdings, LLC (the “Sponsor”),
          any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent
          (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the
          election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person
          results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election
          of directors, or (2) such acquisition was approved in advance by the Continuing Directors and such acquisition would not constitute
          a Change in Control under part (iii) of this definition;


   

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


   

  		(iii)	Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization
          or similar business combination, involving the Company and one or more businesses (a “Business Combination”),
          in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were
          the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business
          Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities
          of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without
          limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s
          assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately
          prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an
          affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner,
          directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally
          in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business
          Combination; and (3) at least a majority of the board of directors of the corporation resulting from such Business Combination
          were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board, providing for such
          Business Combination;


   

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


   

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


   

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


   

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


   

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


   

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


   

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


   

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


   

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


   

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


   

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


   

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


   

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


   

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


   

  		3.	INDEMNITY IN THIRD-PARTY PROCEEDINGS


   

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

   

  
  
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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 him or her or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted
    in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company. No indemnification,
    hold harmless or exoneration for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which
    Indemnitee shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless and only to
    the extent that any court in which the Proceeding was brought or the Delaware Court shall determine upon application that, despite
    the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to
    indemnification, to be held harmless or to exoneration.

   

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


   

  Notwithstanding any other provisions of
    this Agreement, but subject to Section 27, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status,
    a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue
    or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless
    and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or her in connection therewith. If Indemnitee
    is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all
    claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law, indemnify,
    hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or her or on his or her behalf
    in connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly successful in such Proceeding,
    the Company also shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against
    all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which Indemnitee
    was successful. For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such a
    Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

   

  		6.	INDEMNIFICATION FOR EXPENSES OF A WITNESS


   

  Notwithstanding any other provision of this
    Agreement, but subject to Section 27, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness or
    deponent in any Proceeding to which Indemnitee is not a party or threatened to be made a party, he or she shall, to the fullest
    extent permitted by applicable law, be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred
    by him or her or on his or her behalf in connection therewith.

   

  		7.	ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS


   

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

   

  
  
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  		8.	CONTRIBUTION IN THE EVENT OF JOINT LIABILITY


   

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


   

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


   

  		(c)	The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which
          may be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.
          Indemnitee shall seek payments or advances from the Company only to the extent that such payments or advances are unavailable from
          any insurance policy of the Company covering Indemnitee.


   

  		9.	EXCLUSIONS


   

  Notwithstanding any provision in this Agreement,
    but subject to Section 27, the Company shall not be obligated under this Agreement to make any indemnification, advance Expenses,
    hold harmless or exoneration payment in connection with any claim made against Indemnitee:

   

  		(a)	for which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity or
          advancement provision, except with respect to any excess beyond the amount actually received under any insurance policy, contract,
          agreement, other indemnity or advancement provision or otherwise;


   

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


   

  		(c)	except as otherwise provided in Sections 14(f) and (g) hereof, prior to a Change in Control, in connection with any Proceeding
          (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by
          Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the
          Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, hold harmless
          or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law.


   

  		10.	ADVANCES OF EXPENSES; DEFENSE OF CLAIM


   

  		(a)	Notwithstanding any provision of this Agreement to the contrary, but subject to Section 27, and to the fullest extent not prohibited
          by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred
          by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a
          statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances
          shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted
          by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate
          entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include
          any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred
          preparing and forwarding statements to the Company to support the advances claimed. To the fullest extent required by applicable
          law, such payments of Expenses in advance of the final disposition of the Proceeding shall be made only upon the Company’s
          receipt of an undertaking, by or on behalf of Indemnitee, to repay the advanced amounts to the extent that it is ultimately determined
          that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Articles, applicable
          law or otherwise. If it shall be determined by a final judgment or other final adjudication that Indemnitee was not so entitled
          to indemnification, any advancement shall be returned to the Company (without interest) by the Indemnitee. This Section 10(a) shall
          not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment is excluded pursuant
          to Section 9, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable
          therefor.


   

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


   

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


   

  		11.	PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION


   

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


   

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


   

  		12.	PROCEDURE UPON APPLICATION FOR INDEMNIFICATION


   

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


   

  
  
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  		(b)	In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a)
          hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected
          by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice
          to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so
          selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If
          the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the
          identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements
          of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the
          Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver
          to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection
          may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent
              Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual
          basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such
          written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless
          and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit.
          If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof,
          no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware
          Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of
          Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Delaware Court, and the person
          with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a)
          hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent
          Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of
          professional conduct then prevailing).


   

  		(c)	The Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless
          such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement
          or its engagement pursuant hereto.


   

  		13.	PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS


   

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


   

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


   

  
  
    	 	8	 


  

  
     

  

  
   

  		(c)	The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or
          upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself
          adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and
          in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to
          any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.


   

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


   

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


   

  		14.	REMEDIES OF INDEMNITEE


   

  		(a)	In the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification
          under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant
          to Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section
          12(a) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, (iv) payment of
          indemnification is not made pursuant to Sections 5, 6, 7 or the last sentence of Section 12(a) of this Agreement within ten (10)
          days after receipt by the Company of a written request therefor, (v) a contribution payment is not made in a timely manner pursuant
          to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within
          ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee
          pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made in accordance with this Agreement
          within ten (10) days after receipt by the Company of a written request therefor, Indemnitee shall be entitled to an adjudication
          by the Delaware Court to such indemnification, hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee,
          at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration
          Rules and Mediation Procedures of the American Arbitration Association. Except as set forth herein, the Commercial Arbitration
          Rules and Mediation Procedures of the American Arbitration Association shall apply to any such arbitration. The Company shall not
          oppose Indemnitee’s right to seek any such adjudication or award in arbitration.


   

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


   

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


   

  
  
    	 	9	 


  

  
     

  

  
   

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


   

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


   

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


   

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


   

  		15.	SECURITY


   

  Notwithstanding anything herein to the contrary,
    but subject to Section 27, to the extent requested by Indemnitee and approved by the Board, the Company may at any time and from
    time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit,
    funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior
    written consent of Indemnitee.

   

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


   

  		(a)	The rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee
          may at any time be entitled under applicable law, the Articles, any agreement, a vote of shareholders or a resolution of directors,
          or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right
          of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced
          or completed) or claim, issue or matter therein arising out of, or related to, any action taken or omitted by such Indemnitee in
          his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in applicable law, whether
          by statute or judicial decision, permits greater indemnification, hold harmless or exoneration rights or advancement of Expenses
          than would be afforded currently under the Articles or this Agreement, then this Agreement (without any further action by the parties
          hereto) shall automatically be deemed to be amended to require that the Company indemnifies the Indemnitee to the fullest extent
          permitted by law. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other
          right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing
          at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent
          the concurrent assertion or employment of any other right or remedy.


   

  
  
    	 	10	 


  

  
     

  

  
   

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


   

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


   

  		(d)	In the event of any payment under this Agreement, the Company, to the fullest extent permitted by law, shall be subrogated
          to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all
          action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit
          to enforce such rights. No such payment by the Company shall be deemed to relieve any insurer of its obligations.


   

  		(e)	The Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or
          was serving at the request of the Company as a director, officer, trustee, partner, manager, managing member, fiduciary, employee
          or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless
          or exoneration payments or advancement of expenses from such Enterprise. Notwithstanding any other provision of this Agreement
          to the contrary, but subject to Section 27, (i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion
          any indemnification, hold harmless, exoneration, advancement, contribution or insurance coverage among multiple parties possessing
          such duties to Indemnitee prior to the Company’s satisfaction and performance of all its obligations under this Agreement,
          and (ii) the Company shall perform fully its obligations under this Agreement without regard to whether Indemnitee holds, may pursue
          or has pursued any indemnification, advancement, hold harmless, exoneration, contribution or insurance coverage rights against
          any person or entity other than the Company.


   

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


   

  
  
    	 	11	 


  

  
     

  

  
   

  		17.	DURATION OF AGREEMENT


   

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

   

  		18.	SEVERABILITY


   

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

   

  		19.	ENFORCEMENT AND BINDING EFFECT


   

  		(a)	The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it
          hereby in order to induce Indemnitee to serve as a director, officer or key employee of the Company, and the Company acknowledges
          that Indemnitee is relying upon this Agreement in serving as a director, officer or key employee of the Company.


   

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


   

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


   

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


   

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


   

  
  
    	 	12	 


  

  
     

  

  
   

  		20.	MODIFICATION AND WAIVER


   

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

   

  		21.	NOTICES


   

  All notices, requests, demands and other
    communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and
    receipted for by the party to whom said notice or other communication shall have been directed, or (ii) if mailed by certified
    or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed:

   

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


   

  		(b)	If to the Company, to:


   

  Kernel Group Holdings, Inc.

    2 Rousseau Street

    San Francisco, California 94112

    Attn: Rakesh Tondon

   

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

    Kirkland & Ellis LLP

    601 Lexington Avenue

    New York, New York 10022

    Attn: Peter S. Seligson

   

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

   

  
  
    	 	13	 


  

  
     

  

  
   

  		23.	IDENTICAL COUNTERPARTS


   

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

   

  		24.	MISCELLANEOUS


   

  The headings of the paragraphs of this Agreement
    are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

   

  		25.	PERIOD OF LIMITATIONS


   

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

   

  		26.	ADDITIONAL ACTS


   

  If for the validation of any of the provisions
    in this Agreement any act, resolution, approval or other procedure is required to the fullest extent permitted by law, the Company
    undertakes to cause such act, resolution, approval or other procedure to be affected or adopted in a manner that will enable the
    Company to fulfill its obligations under this Agreement.

   

  		27.	WAIVER OF CLAIMS TO TRUST ACCOUNT


   

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

   

  		28.	MAINTENANCE OF INSURANCE


   

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

   

  [SIGNATURE PAGE FOLLOWS]

   

  
  
    	 	14	 


  

  
     

  

  
   

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

   

  	 	KERNEL GROUP HOLDINGS, INC.
	 	 	 
	 	By:	 
	 	Name:	Rakesh Tondon
	 	Title:	Chief Financial Officer


   

  [Signature Page to Indemnity Agreement]

   

  
  
    	 		 


  

  
     

  

  
   

  	 	INDEMNITEE
	 	 
	 	 
	 	Name:
	 	Title:


   

  [Signature Page to Indemnity Agreement]