Exhibit 10.4


 


INDEMNIFICATION
AGREEMENT


 


THIS INDEMNIFICATION
AGREEMENT (the “Agreement”) is made and entered into as of January [__], 2021 between BlueRiver Acquisition
Corp., a Cayman Islands exempted company (the “Company”), and [___] (“Indemnitee”).


 


WITNESSETH
THAT:


 


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


 


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. Although the furnishing of such insurance has been a customary
and widespread practice among United States-based corporations, companies and other business enterprises, the Company believes
that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and
with more exclusions. At the same time, directors, officers, and other persons in service to corporations, companies or business
enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters
that traditionally would have been brought only against the Company or business enterprise itself. The Amended and Restated Memorandum
and Articles of Association of the Company (the “Articles”) requires indemnification of the officers and directors
of the Company. The Articles expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby
contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with respect
to indemnification;


 


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, and to advance expenses
on behalf of, such persons to the fullest extent permitted by and the Articles so that they will serve or continue to serve the
Company free from undue concern that they will not be so indemnified;


 


WHEREAS,
this Agreement is a supplement to and in furtherance of the Articles 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 does not regard the protection available under the Articles and insurance as adequate in the present circumstances,
and 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 be so indemnified.


 






     


     


    

 


NOW,
THEREFORE, in consideration of Indemnitee’s agreement to serve as a director from and after the date hereof, the
parties hereto agree as follows:


 


1.            Indemnity
of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by and
the Articles, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting
the generality thereof:


 


(a)               
Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights
of indemnification provided in this Section  1(a) if, by reason of his Corporate Status (as hereinafter defined), the
Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding
by or in the right of the Company. Pursuant to this Section  1(a), Indemnitee shall be indemnified against all Expenses
(as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or
on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith
and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect
to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful.


 


(b)               
Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided
in this Section  1(b) if, by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party
to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section  1(b), Indemnitee
shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf,
in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to
be in or not opposed to the best interests of the Company; provided, however, if and the Articles so provides, no indemnification
against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have
been adjudged to be liable to the Company unless and to the extent that a state or federal court in the Borough of Manhattan in
the State of New York (the “NY Court”) shall determine that such indemnification may be made.


 


(c)               
Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of
this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits
or otherwise, in any Proceeding, he shall be indemnified to the maximum extent permitted by and the Articles, as such may be amended
from time to time, against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee
is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all
claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably
incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section
and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice,
shall be deemed to be a successful result as to such claim, issue or matter.


 


2.            Additional
Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section 
1 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments,
penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf if, by reason of his
Corporate Status, he is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or
in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive
wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement
shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures,
and subject to the presumptions, set forth in Sections  6 and 7 hereof) to be unlawful.


 






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3.             Contribution.


 


(a)               
Whether or not the indemnification provided in Sections  1 and 2 hereof is available, in respect of any
threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be
if joined in such action, suit or proceeding), the Company shall pay, in the first instance, the entire amount of any judgment
or settlement of such action, suit or proceeding without requiring Indemnitee to contribute to such payment and the Company hereby
waives and relinquishes any right of contribution it may have against Indemnitee. The Company shall not enter into any settlement
of any action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action,
suit or proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.


 


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


 


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


 


(d)               
To the fullest extent permitted by and the Articles, if the indemnification provided for in this Agreement is unavailable
to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred
by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses,
in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and
reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received
by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the
relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s)
and/or transaction(s).


 






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4.            
Indemnification for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that
Indemnitee is, by reason of his Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding
to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on
his behalf in connection therewith.


 


5.            
Advancement of Expenses. Notwithstanding any other provision of this Agreement, the Company shall advance all Expenses
incurred by or on behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate Status within
thirty (30) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances
from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably
evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written undertaking by or on
behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be
indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section  5 shall be unsecured
and interest free.


 


6.             Procedures and Presumptions for Determination of Entitlement to Indemnification. It is the intent of this Agreement
to secure for Indemnitee rights of indemnity that are as favorable as may be permitted under the Articles. Accordingly, the parties
agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee is entitled
to indemnification under this Agreement:


 


(a)               
To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein
or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine
whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt
of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. Notwithstanding
the foregoing, any failure of Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion,
shall not relieve the Company of any liability that it may have to Indemnitee unless, and to the extent that, such failure actually
and materially prejudices the interests of the Company.


 


(b)                
Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section  6(a) hereof,
a determination with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following
four methods, which shall be at the election of the Board: (i) by a majority vote of the disinterested directors, even though
less than a quorum, (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors,
even though less than a quorum, (iii) if there are no disinterested directors or if the disinterested directors so direct,
by independent legal counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee, or (iv) if
so directed by the Board, by the shareholders of the Company. For purposes hereof, disinterested directors are those members of
the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought by Indemnitee.


 


(c)                
If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 
6(b) hereof, the Independent Counsel shall be selected as provided in this Section  6(c). The Independent Counsel
shall be selected by the Board. Indemnitee may, within ten (10) days after such written notice of selection shall have been given,
deliver to the Company 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  13 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 a written
objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such
objection is withdrawn or a court 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  6(a) hereof, no Independent Counsel shall
have been selected and not objected to, either the Company or Indemnitee may petition an NY Court or other court of competent jurisdiction
for resolution of any objection which shall have been made by the Indemnitee to the Company’s selection of Independent Counsel
and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall
designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent
Counsel under Section  6(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel
incurred by such Independent Counsel in connection with acting pursuant to Section  6(b) hereof, and the Company shall
pay all reasonable fees and expenses incident to the procedures of this Section  6(c), regardless of the manner in
which such Independent Counsel was selected or appointed.


 






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(d)               
In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making
such determination shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome
this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure
of the Company (including by its directors or independent legal counsel) to have made a determination prior to the commencement
of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable
standard of conduct, nor an actual determination by the Company (including by its directors or independent legal 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.


 


(e)                
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 (as hereinafter defined), including financial statements, or on information supplied to Indemnitee by
the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information
or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert
selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director,
officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification
under this Agreement. Whether or not the foregoing provisions of this Section  6(e) are satisfied, it shall in any
event be presumed that Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden
of persuasion by clear and convincing evidence.


 


(f)                
If the person, persons or entity empowered or selected under Section  6 to determine whether Indemnitee is entitled
to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request therefor,
the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled
to such indemnification absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary
to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a
prohibition of such indemnification under and the Articles; provided, however, that such sixty (60) day period may be extended
for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making such determination
with respect to entitlement to indemnification in good faith requires such additional time to obtain or evaluate documentation
and/or information relating thereto and; provided, further, that the foregoing provisions of this Section  6(f)
shall not apply if the determination of entitlement to indemnification is to be made by the shareholders pursuant to Section 
6(b) of this Agreement and if (i) within fifteen (15) days after receipt by the Company of the request for such determination,
the Board or the Disinterested Directors, if appropriate, resolve to submit such determination to the shareholders for their consideration
at an annual meeting thereof to be held within seventy-five (75) days after such receipt and such determination is made thereat,
or (ii) a special meeting of shareholders is called within fifteen (15) days after such receipt for the purpose of making
such determination, such meeting is held for such purpose within sixty (60) days after having been so called and such determination
is made thereat.


 






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(g)               
Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s
entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation
or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and
reasonably necessary to such determination. Any Independent Counsel, member of the Board or shareholders of the Company shall act
reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this
Agreement. Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with
the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to
Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.


 


(h)               
The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits
a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to
which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation,
settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that
Indemnitee has been successful on the merits or otherwise in such action, suit or proceeding. Anyone seeking to overcome this presumption
shall have the burden of proof and the burden of persuasion by clear and convincing evidence.


 


(i)                
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 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 conduct was unlawful.


 


7.           
Remedies of Indemnitee.


 


(a)               
In the event that (i) a determination is made pursuant to Section  6 of this Agreement that Indemnitee
is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 
5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section  6(b)
of this Agreement within ninety (90) days after receipt by the Company of the request for indemnification, (iv) payment of
indemnification is not made pursuant to this Agreement within ten (10) days after receipt by the Company of a written request therefor,
or (v) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is
entitled to indemnification or such determination is deemed to have been made pursuant to Section  6 of this Agreement,
Indemnitee shall be entitled to an adjudication in an appropriate NY Court, or in any other court of competent jurisdiction, of
Indemnitee’s entitlement to such indemnification. Indemnitee shall commence such proceeding seeking an adjudication within
one hundred eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to
this Section  7(a). The Company shall not oppose Indemnitee’s right to seek any such adjudication.


 






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(b)               
In the event that a determination shall have been made pursuant to Section  6(b) of this Agreement that Indemnitee
is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section  7 shall be conducted
in all respects as a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination
under Section  6(b).


 


(c)                
If a determination shall have been made pursuant to Section  6(b) of this Agreement that Indemnitee is entitled
to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 
7, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such
indemnification under and the Articles.


 


(d)               
In the event that Indemnitee, pursuant to this Section  7, seeks a judicial adjudication of his rights under,
or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance
policies maintained by the Company, the Company shall pay on his behalf, in advance, any and all expenses (of the types described
in the definition of Expenses in Section  13 of this Agreement) actually and reasonably incurred by him in such judicial
adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of
expenses or insurance recovery.


 


(e)               
The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section  7
that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court
that the Company is bound by all the provisions of this Agreement. The Company shall indemnify Indemnitee against any and all Expenses
and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefore) advance,
to the extent not prohibited by and the Articles, such expenses to Indemnitee, which are incurred by Indemnitee in connection with
any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any
directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately
is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may be.


 


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


 


8.           
Non-Exclusivity; Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.


 


(a)               
The rights of indemnification as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee
may at any time be entitled under and the Articles, any agreement, a vote of shareholders, a resolution of directors of the Company,
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 action taken or omitted by such Indemnitee in his Corporate Status prior to
such amendment, alteration or repeal. To the extent that a change in the laws of the Cayman Islands, whether by statute or judicial
decision, permits greater indemnification than would be afforded currently under the Articles and this Agreement, it is the intent
of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or
remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative
and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment
of any other right or remedy.


 






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(b)               
To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers,
employees, or agents or fiduciaries of the Company or of any other company or corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise that 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 director, officer, employee,
agent or fiduciary under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof,
the Company has directors’ and officers’ 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.


 


(c)                
In the event of any payment under this Agreement, the Company 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.


 


(d)               
The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if
and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement
or otherwise.


 


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


 


9.          
Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be
obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee:


 


(a)               
for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision,
except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; provided,
that the foregoing shall not affect the rights of Indemnitee set forth in Section  8(c) above; or


 


(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 Securities Exchange Act of 1934, as amended, or similar provisions of state statutory
law or common law; or


 


(c)               
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, in its sole discretion, pursuant to the powers vested in the Company under and the Articles.


 






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10.          
Duration of Agreement. All agreements and obligations of the Company contained herein shall continue during the period
Indemnitee is an officer or director of the Company (or is or was serving at the request of the Company as a director, officer,
employee or agent of another company or corporation, partnership, joint venture, trust or other enterprise) and shall continue
thereafter so long as Indemnitee shall be subject to any Proceeding (or any proceeding commenced under Section  7 hereof)
by reason of his Corporate Status, whether or not he is acting or serving in any such capacity at the time any liability or expense
is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor
by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns,
spouses, heirs, executors and personal and legal representatives.


 


11.          
Security. 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 the Indemnitee.


 


12.          
Enforcement.


 


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


 


(b)               
This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject
matter hereof.


 


(c)               
The Company shall not seek from a court, or agree to, a “bar order” which would have the effect of prohibiting
or limiting the Indemnitee’s rights to receive advancement of expenses under this Agreement.


 


13.         
Definitions. For purposes of this Agreement:


 


(a)                
“Corporate Status” describes the status of a person who is or was a director, officer, employee, agent
or fiduciary of the Company or of any other company or corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise that such person is or was serving at the express written request of the Company.


 


(b)                
“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 Indemnitee.


 


(c)                
“Enterprise” shall mean the Company and any other company or corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise that Indemnitee is or was serving at the express written request of the Company
as a director, officer, employee, agent or fiduciary.


 






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(d)                
“Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs,
fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery
service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending,
preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding, or responding
to, or objecting to, a request to provide discovery in any Proceeding. Expenses also shall include Expenses incurred in connection
with any appeal resulting from any Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result
of the actual or deemed receipt of any payments under this Agreement, including without limitation the 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.


 


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


 


(f)                
“Proceeding” includes any threatened, pending or completed action, suit, arbitration, alternate dispute
resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether
brought by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee
was, is or will be involved as a party or otherwise, by reason of his or her Corporate Status, by reason of any action taken by
him or of any inaction on his part while acting in his or her Corporate Status; in each case whether or not he is acting or serving
in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement;
including one pending on or before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant to Section 
7 of this Agreement to enforce his rights under this Agreement.


 


14.         
Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability
of any other provision. Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee
indemnification rights to the fullest extent permitted by and the Articles. In the event any provision hereof conflicts with any
and the Articles, such provision shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to
resolve such conflict.


 


15.         
Modification and Waiver. No supplement, modification, termination or amendment of this Agreement 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.


 


16.         
Notice By Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise
receiving any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter
which may be subject to indemnification covered hereunder. The failure to so notify the Company shall not relieve the Company of
any obligation which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure
or delay materially prejudices the Company.


 






    	 	10	 



     


    

 


17.          
Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall
be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic
mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day,
(c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one
(1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of
receipt. All communications shall be sent:


 


(a)                
To Indemnitee at the address set forth below Indemnitee signature hereto.


 


(b)                
To the Company at:


 


       BlueRiver Acquisition Corp.


       250 West Nottingham Drive, Suite 400


       San Antonio, Texas 78209


       Attention: Randall Mays, Co-Chairman and Chief Financial
Officer


 


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


 


       Heidi Mayon


       Goodwin Procter LLP

        100 Northern Avenue

        Boston, Massachusetts 02210

        Attention: Jocelyn M. Arel


 


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


 


18.          
Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same Agreement. Counterparts may be delivered via facsimile, electronic
mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com)
or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid
and effective for all purposes.


 


19.          
Headings. 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.


 






    	 	11	 



     


    

 


20.           Governing Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed
by, and construed and enforced in accordance with, the laws of the State of New York, without regard to its conflict of laws rules.
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 appropriate NY 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 NY 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 NY Court, and (d) waive, and agree not to plead or to make,
any claim that any such action or proceeding brought in the NY Court has been brought in an improper or inconvenient forum.


 


Signature Page To Follow


 






    	 	12	 



     


    




 


IN
WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement on and as of the day and year first
above written.


  


	
	 
	


 


	 	company:
	 	 
	 	BLUERIVER Acquisition Corp.
	 	 
	 	 	 
	 	By:	
	 	 	Name: Randall Mays
	 	 	Title: Co-Chairman and Chief Financial Officer



 


	 	INDEMNITEE:
	 	 
	 	            
	 	 
	 	 	      
	 	Address:	
	 	 	 
	 	 	 


 


[Signature Page to Indemnification Agreement]