Exhibit 10.6


 


INDEMNIFICATION AGREEMENT


 


This Indemnification Agreement (“Agreement”)
is made and entered into as of this 9th day of March, 2021, by and between Sandbridge X2 Corp., a Delaware corporation (the “Company”),
and [              ] (“Indemnitee”).


 


WHEREAS, in light of the litigation costs and
risks to directors and officers resulting from their service to companies, and the desire of the Company to attract and retain
qualified individuals to serve as directors and officers, it is reasonable, prudent and necessary for the Company to indemnify
and advance expenses on behalf of its directors and/or officers to the fullest extent permitted by applicable law so that they
will serve or continue to serve the Company free from undue concern regarding such risks;


 


WHEREAS, the Company has requested that Indemnitee
serve or continue to serve as a director and/or an officer of the Company and may have requested or may in the future request that
Indemnitee serve in other capacities;


 


WHEREAS, one of the conditions that Indemnitee
requires in order to serve as a director and/or an officer of the Company is that Indemnitee be so indemnified; and


 


WHEREAS, Indemnitee does not regard the advancement
or indemnification protections provided for in the Bylaws or the Certificate of Incorporation to be adequate protection against
personal liability; and


 


[WHEREAS, Indemnitee may have certain rights
to indemnification, advancement of expenses and/or insurance provided by one or more of the Designating Stockholders (as hereinafter
defined), or any other entity, which the parties to this Agreement intend to be secondary to the primary obligation of the Company
to indemnify Indemnitee as provided herein, with the Company’s acknowledgement of and agreement to the foregoing being a
material condition to Indemnitee’s willingness to serve as a director and/or officer of the Company.]


 


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


 


1.         Services
by Indemnitee. Indemnitee agrees to serve as a director and/or an officer of the Company. Indemnitee may at any time and for
any reason resign from such position (subject to any contractual obligation the Indemnitee may have under any other agreement).


 


2.         Indemnification
- General. On the terms and subject to the conditions of this Agreement, the Company shall, to the fullest extent permitted
by law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, all losses, liabilities, judgments,
fines, penalties, costs, amounts paid in settlement, Expenses (as hereinafter defined) and other amounts that Indemnitee incurs
and that result from, arise in connection with or are by reason of Indemnitee’s Corporate Status (as hereinafter defined)
and shall advance Expenses to Indemnitee. The obligations of the Company under this Agreement (a) shall continue after such time
as Indemnitee ceases to serve as a director or an officer of the Company or in any other Corporate Status, and (b) include, without
limitation, claims for monetary damages against Indemnitee in respect of any actual or alleged liability or other loss of Indemnitee,
to the fullest extent permitted under applicable law (including, if applicable, Section 145 of the Delaware General Corporation
Law) as in existence on the date hereof and as amended from time to time.


 



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3.         Proceedings
Other Than Proceedings by or in the Right of the Company. If in connection with or by reason of Indemnitee’s Corporate
Status, Indemnitee was, is, or is threatened to be made, a party to or a participant in any Proceeding (as hereinafter defined)
other than a Proceeding by or in the right of any of the Company to procure a judgment in its favor, the Company shall, to the
fullest extent permitted by law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, all Expenses,
liabilities, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges
paid or payable in connection with or in respect of such liabilities, judgments, penalties, fines and amounts paid in settlement)
incurred by Indemnitee or on behalf of Indemnitee in connection with such Proceeding or any claim, issue or matter therein.


 


4.         Proceedings
by or in the Right of the Company. If in connection with or by reason of Indemnitee’s Corporate Status, Indemnitee was,
is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of any of the Company to procure
a judgment in the Company’s favor, the Company shall, to the fullest extent permitted by law, indemnify Indemnitee with respect
to, and hold Indemnitee harmless from and against, all Expenses incurred by Indemnitee or on behalf of Indemnitee in connection
with such Proceeding or any claim, issue or matter therein.


 


5.         Mandatory
Indemnification in Case of Successful Defense. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee
is a party to (or a participant in) and is successful, on the merits or otherwise, in defense of any Proceeding or any claim, issue
or matter therein (including, without limitation, any Proceeding brought by or in the right of the Company), the Company shall,
to the fullest extent permitted by law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, all
Expenses incurred by Indemnitee or on behalf of Indemnitee in connection therewith. If Indemnitee is not wholly successful in defense
of 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 law, indemnify Indemnitee against all Expenses incurred
by Indemnitee or on behalf of Indemnitee in connection with each successfully resolved claim, issue or matter. 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, on substantive or procedural grounds, or settlement of any such claim prior to a final judgment by a
court of competent jurisdiction with respect to such Proceeding, shall be deemed to be a successful result as to such claim, issue
or matter.


 


6.         Partial
Indemnification. If Indemnitee is entitled under any provision of this Agreement or otherwise to indemnification by the Company
for some or a portion of the Expenses, liabilities, judgments, penalties, fines and amounts paid in settlement (including all interest,
assessments and other charges paid or payable in connection with or in respect of such liabilities, judgments, penalties, fines
and amounts paid in settlement) incurred by Indemnitee or on behalf of Indemnitee in connection with a Proceeding or any claim,
issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by law, indemnify Indemnitee to
the fullest extent to which Indemnitee is entitled to such indemnification.


 



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7.         Indemnification
for Additional Expenses Incurred to Secure Recovery or as Witness.


 


(a)       The
Company shall, to the fullest extent permitted by law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from
and against, any and all Expenses and, if requested by Indemnitee, shall advance on an as-incurred basis (as provided in Section
8 of this Agreement) such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action or proceeding
or part thereof brought by Indemnitee for (i) indemnification or advance payment of Expenses by the Company under this Agreement,
any other agreement, the Certificate of Incorporation or Bylaws of the Company as now or hereafter in effect; or (ii) recovery
under any director and officer liability insurance policies maintained by the Company.


 


(b)       To
the extent that Indemnitee is a witness (or is forced or asked to respond to discovery requests) in any Proceeding to which Indemnitee
is not a party, the Company shall, to the fullest extent permitted by law, indemnify Indemnitee with respect to, and hold Indemnitee
harmless from and against, and the Company will advance on an as-incurred basis (as provided in Section 8 of this Agreement),
all Expenses incurred by Indemnitee or on behalf of Indemnitee in connection therewith.


 


8.         Advancement
of Expenses. The Company shall, to the fullest extent permitted by law, pay on a current and as-incurred basis all Expenses
incurred by Indemnitee in connection with any Proceeding in any way connected with, resulting from or relating to Indemnitee’s
Corporate Status. Such Expenses shall be paid in advance of the final disposition of such Proceeding, without regard to whether
Indemnitee will ultimately be entitled to be indemnified for such Expenses and without regard to whether an Adverse Determination
(as hereinafter defined) has been or may be made, except as contemplated by the last sentence of Section 9(f) of this Agreement.
Upon submission of a request for advancement of Expenses pursuant to Section 9(c) of this Agreement, Indemnitee shall be
entitled to advancement of Expenses as provided in this Section 8, and such advancement of Expenses shall continue until
such time (if any) as there is a final non-appealable judicial determination that Indemnitee is not entitled to indemnification.
Indemnitee shall repay such amounts advanced if and to the extent that it shall ultimately be determined in a decision by a court
of competent jurisdiction from which no appeal can be taken that Indemnitee is not entitled to be indemnified by the Company for
such Expenses. Such repayment obligation shall be unsecured and shall not bear interest. The Company shall not impose on Indemnitee
additional conditions to advancement or require from Indemnitee additional undertakings regarding repayment.


 


9.         Indemnification
Procedures.


 


(a)       Notice
of Proceeding. Indemnitee agrees to notify the Company promptly upon being served with any summons, citation, subpoena, complaint,
indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement
of Expenses hereunder. Any failure by Indemnitee to notify the Company will relieve the Company of its advancement or indemnification
obligations under this Agreement only to the extent the Company can establish that such omission to notify resulted in actual and
material prejudice to it which cannot be reversed or otherwise eliminated without any material negative effect on the Company,
and the omission to notify the Company will, in any event, not relieve the Company from any liability which it may have to indemnify
Indemnitee otherwise than under this Agreement. If, at the time of receipt of any such notice, the Company has director and officer
insurance policies in effect, the Company will promptly notify the relevant insurers in accordance with the procedures and requirements
of such policies.


 



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(b)       Defense;
Settlement. Indemnitee shall have the sole right and obligation to control the defense or conduct of any claim or Proceeding
with respect to Indemnitee. The Company shall not, without the prior written consent of Indemnitee, which may be provided or withheld
in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee or which could have been brought
against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee unless (i) such
settlement solely involves the payment of money or performance of any obligation by persons other than Indemnitee and includes
an unconditional release of Indemnitee by all relevant parties from all liability on any matters that are the subject of such Proceeding
and an acknowledgment that Indemnitee denies all wrongdoing in connection with such matters and (ii) the Company has fully indemnified
the Indemnitee with respect to, and held Indemnitee harmless from and against, all Expenses incurred by Indemnitee or on behalf
of Indemnitee in connection with such Proceeding. The Company shall not be obligated to indemnify Indemnitee against amounts paid
in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s prior
written consent, which consent shall not be unreasonably withheld, delayed or conditioned, unless such settlement solely involves
the payment of money or performance of any obligation by persons other than the Company and includes an unconditional release of
the Company by any party to such Proceeding other than the Indemnitee from all liability on any matters that are the subject of
such Proceeding and an acknowledgment that the Company denies all wrongdoing in connection with such matters.


 


(c)       Request
for Advancement; Request for Indemnification.


 


(i)       To
obtain advancement of Expenses under this Agreement, Indemnitee shall submit to the Company a written request therefor, together
with such invoices or other supporting information as may be reasonably requested by the Company and reasonably available to Indemnitee,
and, only to the extent required by applicable law which cannot be waived, an unsecured written undertaking to repay amounts advanced.
The Company shall make advance payment of Expenses to Indemnitee no later than five (5) business days after receipt of the written
request for advancement (and each subsequent request for advancement) by Indemnitee. If, at the time of receipt of any such written
request for advancement of Expenses, the Company has director and officer insurance policies in effect, the Company will promptly
notify the relevant insurers in accordance with the procedures and requirements of such policies. The Company shall thereafter
keep such director and officer insurers informed of the status of the Proceeding or other claim and take such other actions, as
appropriate to secure coverage of Indemnitee for such claim.


 



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(ii)       To
obtain indemnification under this Agreement, Indemnitee may submit a written request for indemnification hereunder. The time at
which Indemnitee submits a written request for indemnification shall be determined by the Indemnitee in the Indemnitee's sole discretion.
Once Indemnitee submits such a written request for indemnification (and only at such time that Indemnitee submits such a written
request for indemnification), a Determination (as hereinafter defined) shall thereafter be made, as provided in and only to the
extent required by Section 9(d) of this Agreement. In no event shall a Determination be made, or required to be made, as
a condition to or otherwise in connection with any advancement of Expenses pursuant to Section 8 and Section 9(c)(i)
of this Agreement. If, at the time of receipt of any such request for indemnification, the Company has director and officer insurance
policies in effect, the Company will promptly notify the relevant insurers and take such other actions as necessary or appropriate
to secure coverage of Indemnitee for such claim in accordance with the procedures and requirements of such policies.


 


(d)       Determination.
The Company agrees that Indemnitee shall be indemnified to the fullest extent permitted by law and that no Determination shall
be required in connection with such indemnification unless specifically required by applicable law which cannot be waived. In no
event shall a Determination be required in connection with indemnification for Expenses pursuant to Section 7 of this Agreement
or incurred in connection with any Proceeding or portion thereof with respect to which Indemnitee has been successful on the merits
or otherwise. Any decision that a Determination is required by law in connection with any other indemnification of Indemnitee,
and any such Determination, shall be made within twenty (20) days after receipt of Indemnitee’s written request for indemnification
pursuant to Section 9(c)(ii) and such Determination shall be made either (i) by the Disinterested Directors (as hereinafter
defined), even though less than a quorum, so long as Indemnitee does not request that such Determination be made by Independent
Counsel (as hereinafter defined), or (ii) if so requested by Indemnitee, in Indemnitee’s sole discretion, by Independent
Counsel in a written opinion to the Company and Indemnitee. If a Determination is made that Indemnitee is entitled to indemnification,
payment to Indemnitee shall be made within five (5) business 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 Expenses incurred by Indemnitee in so cooperating with the Disinterested Directors or Independent Counsel,
as the case may be, making such determination shall be advanced and borne by the Company (irrespective of the Determination as
to Indemnitee’s entitlement to indemnification) and the Company is liable to indemnify and hold Indemnitee harmless therefrom.
If the person, persons or entity empowered or selected under Section 9(d) of this Agreement to determine whether Indemnitee
is entitled to indemnification shall not have made a determination within twenty (20) days after receipt by the Company of the
request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited 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 prohibition of such indemnification under applicable law; provided,
however, that such twenty (20) day period may be extended for a reasonable time, not to exceed an additional twenty (20) 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; and provided, further,
that the foregoing provisions of this Section 9(d) shall not apply if the determination of entitlement to indemnification
is to be made by Independent Counsel pursuant to Section 9(e).


 



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(e)       Independent
Counsel. In the event Indemnitee requests that the Determination be made by Independent Counsel pursuant to Section 9(d)
of this Agreement, the Independent Counsel shall be selected as provided in this Section 9(e). The Independent Counsel shall
be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors, in which event
the Board of Directors shall make such selection on behalf of the Company, subject to the remaining provisions of this Section
9(e)), and Indemnitee or the Company, as the case may be, shall give written notice to the other, advising the Company or Indemnitee
of the identity of the Independent Counsel so selected. The Company or Indemnitee, as the case may be, may, within five (5) days
after such written notice of selection shall have been received, deliver to Indemnitee or the Company, 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 15 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 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 ten (10) days after submission by Indemnitee of a written request
for indemnification pursuant to Section 9(c)(ii) of this Agreement and after a request for the appointment of Independent
Counsel has been made, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may
petition a court of competent jurisdiction 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 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 9(d) of this Agreement. Upon the due commencement
of any judicial proceeding or arbitration pursuant to Section 9(f) 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).
Any expenses incurred by or in connection with the appointment of Independent Counsel shall be borne by the Company (irrespective
of the Determination of Indemnitee's entitlement to indemnification) and not by Indemnitee.


 


(f)       Consequences
of Determination; Remedies of Indemnitee. The Company shall be bound by and shall have no right to challenge a Favorable Determination.
If an Adverse Determination is made, or if for any other reason the Company does not make timely indemnification payments or advances
of Expenses, Indemnitee shall have the right to commence a Proceeding before a court of competent jurisdiction to challenge such
Adverse Determination and/or to require the Company to make such payments or advances (and the Company shall have the right to
defend its position in such Proceeding and to appeal any adverse judgment in such Proceeding). Indemnitee shall be entitled to
be indemnified for all Expenses incurred in connection with such a Proceeding and to have such Expenses advanced by the Company
in accordance with Section 8 of this Agreement. If Indemnitee fails to challenge an Adverse Determination within fifteen
(15) business days, or if Indemnitee challenges an Adverse Determination and such Adverse Determination has been upheld by a final
judgment of a court of competent jurisdiction from which no appeal can be taken, then, to the extent and only to the extent required
by such Adverse Determination or final judgment, the Company shall not be obligated to indemnify or advance Expenses to Indemnitee
under this Agreement.


 



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(g)       Presumptions;
Burden and Standard of Proof. The parties intend and agree that, to the extent permitted by law, in connection with any Determination
with respect to Indemnitee’s entitlement to indemnification hereunder by any person, including a court:


 


(i)       it
will be presumed that Indemnitee is entitled to indemnification under this Agreement (notwithstanding any Adverse Determination),
and the Company or any other person or entity challenging such right will 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;


 


(ii)       the
termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere
or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee
reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding,
had reasonable cause to believe that Indemnitee’s conduct was unlawful;


 


(iii)       Indemnitee
will be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company,
including financial statements, or on information supplied to Indemnitee by the officers, employees, or committees of the board
of directors of the Company, or on the advice of legal counsel or other advisors (including financial advisors and accountants)
for the Company or on information or records given in reports made to the Company by an independent certified public accountant
or by an appraiser or other expert or advisor selected by the Company; and


 


(iv)       the
knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Company or relevant enterprises
will not be imputed to Indemnitee in a manner that limits or otherwise adversely affects Indemnitee’s rights hereunder.


 


The provisions of this Section 9(g) shall
not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the
applicable standard of conduct set forth in this Agreement.


 



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10.       Remedies
of Indemnitee.


 


(a)       Subject
to Section 10(e), in the event that (i) a determination is made pursuant to Section 9(d) of this Agreement that Indemnitee
is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 9(c)
of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 9(d)
of this Agreement within twenty (20) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification
is not made pursuant to Section 5, 6 or 7 of this Agreement within five (5) business days after receipt
by the Company of a written request therefor, (v) payment of indemnification pursuant to Section 3, 4 or 7
of this Agreement is not made within five (5) business days after a determination has been made that Indemnitee is entitled to
indemnification, or (vi) in the event that the Company or any other person takes or threatens to take any action to declare this
Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from,
the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an
adjudication by a court of his entitlement to such indemnification or advancement of Expenses. Alternatively, Indemnitee, at his
option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of
the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration
within one hundred eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant
to this Section 10(a); provided, however, that the foregoing clause shall not apply in respect of a proceeding
brought by Indemnitee to enforce his rights under Section 5 of this Agreement. 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 9(d) of this Agreement that Indemnitee is not entitled
to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 10 shall be conducted
in all respects as a de novo trial, or arbitration, on the merits, in which (i) Indemnitee shall not be prejudiced by reason of
that adverse determination, and (ii) the Company shall bear the burden of establishing that Indemnitee is not entitled to indemnification.


 


(c)       If
a determination shall have been made pursuant to Section 9(d) 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
10, 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.


 


(d)       The
Company shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration
commenced pursuant to this Section 10 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.


 


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


 



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11.       Insurance;
Subrogation; Other Rights of Recovery, etc.


 


(a)       The
Company shall use its reasonable best efforts to purchase and maintain a policy or policies of insurance with reputable insurance
companies with A.M. Best ratings of “A” or better, providing Indemnitee with coverage for any liability asserted against,
and incurred by, Indemnitee or on Indemnitee’s behalf by reason of Indemnitee’s Corporate Status, or arising out of
Indemnitee’s status as such, whether or not the Company would have the power to indemnify Indemnitee against such liability.
Such insurance policies shall have coverage terms and policy limits at least as favorable to Indemnitee as the insurance coverage
provided to any other director or officer of the Company. If the Company has such insurance in effect at the time it receives from
Indemnitee any notice of the commencement of an action, suit, proceeding or other claim, the Company shall give prompt notice of
the commencement of such action, suit, proceeding or other claim to the insurers and take such other actions in accordance with
the procedures set forth in the policy as required or appropriate to secure coverage of Indemnitee for such action, suit, proceeding
or other claim. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of
Indemnitee, all amounts payable as a result of such action, suit, proceeding or other claim in accordance with the terms of such
policy. The Company shall continue to provide such insurance coverage to Indemnitee for a period of at least ten (10) years after
Indemnitee ceases to serve as a director or an officer or in any other Corporate Status.


 


(b)       [The
Company hereby unconditionally and irrevocably waives, relinquishes and releases, and covenants and agrees not to exercise any
rights that the Company may now have or hereafter acquire against any Designating Stockholder (or former Designating Stockholder)
or Indemnitee that arise from or relate to the existence, payment, performance or enforcement of the Company’s obligations
under this Agreement or under any other indemnification agreement (whether pursuant to contract, bylaws or charter) with any person
or entity, including, without limitation, any right of subrogation (whether pursuant to contract or common law), reimbursement,
exoneration, contribution or indemnification, or to be held harmless, and any right to participate in any claim or remedy of Indemnitee
against any Designating Stockholder (or former Designating Stockholder) or Indemnitee, whether or not such claim, remedy or right
arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any
Designating Stockholder (or former Designating Stockholder) or Indemnitee, directly or indirectly, in cash or other property or
by set-off or in any other manner, payment or security on account of such claim, remedy or right.]


 


(c)       The
Company shall not be liable to pay or advance to Indemnitee any amounts otherwise indemnifiable under this Agreement or under any
other indemnification agreement if and to the extent that Indemnitee has otherwise actually received such payment under any insurance
policy, contract, agreement or otherwise; provided, however, that (i) the Company hereby agrees that it is the indemnitor of first
resort under this Agreement and under any other indemnification agreement (i.e., its obligations to Indemnitee under this Agreement
or any other agreement or undertaking to provide advancement and/or indemnification to Indemnitee are primary [and any obligation
of any Designating Stockholder or any other entity to provide advancement or indemnification, or any obligation of any insurer
of any Designating Stockholder or any other entity to provide insurance coverage, for the same Expenses, liabilities, judgments,
penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection
with or in respect of such Expenses, liabilities, judgments, penalties, fines and amounts paid in settlement) incurred by Indemnitee
are secondary), and (ii) if any Designating Stockholder or any other entity pays or causes to be paid, for any reason, any amounts
otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, bylaws or charter)
with Indemnitee in connection with Indemnitee’s service to the Company, then (x) such Designating Stockholder or other entity
shall be fully subrogated to all rights of Indemnitee with respect to such payment and (y) the Company shall fully indemnify, reimburse
and hold harmless such Designating Stockholder or other entity for all such payments actually made by such Designating Stockholder
or other entity.]


 



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(d)       Except
as provided in Sections 11(b) and 11(c) of this Agreement, the rights to indemnification and advancement of Expenses
as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time, whenever conferred
or arising, be entitled under applicable law, under the Certificate of Incorporation or Bylaws, or under any other agreement, or
otherwise. Indemnitee’s rights under this Agreement are present contractual rights that fully vest upon Indemnitee’s
first service as a director or an officer of the Company. The Parties hereby agree that Sections 11(b) and 11(c)
of this Agreement shall be deemed exclusive and shall be deemed to modify, amend and clarify any right to indemnification or advancement
provided to Indemnitee under any other contract, agreement or document with the Company.


 


(e)       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 Indemnitee’s Corporate Status prior to such
amendment, alteration or repeal. To the extent that a change in the General Corporation Law of the State of Delaware (or other
applicable law), whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would
be afforded currently under the Certificate of Incorporation or Bylaws and this Agreement, it is the intent of the parties hereto
that Indemnitee enjoy by this Agreement the greater benefits so afforded by such change. 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.


 


12.       Employment
Rights; Successors; Third Party Beneficiaries.


 


(a)       This
Agreement shall not be deemed an employment contract between the Company and Indemnitee. This Agreement shall continue in force
as provided above after Indemnitee has ceased to serve as a director and/or an officer of the Company or any other Corporate Status.


 


(b)       This
Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and Indemnitee’s
heirs, executors and administrators. If the Company or any of its successors or assigns shall (i) consolidate with or merge into
any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger
or (ii) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then, and
in each such case, proper provisions shall be made so that the successors and assigns of the Company shall assume all of the obligations
set forth in this Agreement.


 


(c)       [The
Designating Stockholders are express third party beneficiaries of this Agreement, are entitled to rely upon this Agreement, and
may specifically enforce the Company’s obligations hereunder (including but not limited to the obligations specified in Section
11 of this Agreement) as though a party hereunder.]


 



    	 	- 10 -	 



     


    

 


13.       Severability.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever:
(a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each
portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not
itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; (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 of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself
invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.


 


14.       Exception
to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement and except as
provided in Section 7(a) of this Agreement or as may otherwise be agreed by the Company, Indemnitee shall not be entitled
to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee (other
than a Proceeding by Indemnitee (i) by way of defense or counterclaim or other similar portion of a Proceeding, (ii) to enforce
Indemnitee’s rights under this Agreement or (iii) to enforce any other rights of Indemnitee to indemnification, advancement
or contribution from the Company under any other contract, bylaws or charter or under statute or other law, including any rights
under Section 145 of the Delaware General Corporation Law), unless the bringing of such Proceeding or making of such claim shall
have been approved by the Board of Directors of the Company.


 


15.       Definitions.
For purposes of this Agreement:


 


(a)       “Board
of Directors” means the board of directors of the Company.


 


(b)       “Bylaws”
means (i) in the case of the Company, its Bylaws and (ii) in the case of any other entity, its bylaws or similar governing document.


 


(c)       “Certificate
of Incorporation” means (i) in the case of the Company, its Amended & Restated Certificate of Incorporation and (ii)
in the case of any other entity, its certificate of incorporation, articles of incorporation or similar constituting document.


 


(d)       “Corporate
Status” describes the status of a person by reason of such person’s past, present or future service as a director,
officer, employee, fiduciary, trustee, or agent of any of the Company (including, without limitation, one who serves at the request
of the Company as a director, officer, employee, fiduciary, trustee or agent of any other entity).


 


(e)       [“Designating
Stockholder” means any of the Sponsors and their respective affiliates (other than the Company), in each case so long
as an individual designated or nominated (directly or indirectly) by or on behalf of such Sponsor or any of its respective affiliates
other than the Company (as provided by the Certificate of Incorporation, the Bylaws, the Insider Letter and the Registration and
Stockholder Rights Agreement between the Company and certain securityholders party thereto), serves as a director and/or officer
of the Company.]


 



    	 	- 11 -	 



     


    

 


(f)       “Determination”
means a determination that either (x) there is a reasonable basis for the conclusion that indemnification of Indemnitee is proper
in the circumstances because Indemnitee met a particular standard of conduct (a “Favorable Determination”) or
(y) there is no reasonable basis for the conclusion that indemnification of Indemnitee is proper in the circumstances because Indemnitee
met a particular standard of conduct (an “Adverse Determination”). An Adverse Determination shall include the
decision that a Determination was required in connection with indemnification and the decision as to the applicable standard of
conduct.


 


(g)       “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 and does not otherwise have an interest materially adverse to any interest of the Indemnitee.


 


(h)       “Expenses”
shall mean all direct and indirect costs, fees and expenses of any type or nature whatsoever and shall specifically include, without
limitation, all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees and costs of experts, witness
fees and costs, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees,
any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under
this Agreement, ERISA excise taxes and penalties, and all other disbursements or expenses of the types customarily incurred in
connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness, in,
or otherwise participating in, a Proceeding or an appeal resulting from a Proceeding, including, but not limited to, the premium
for appeal bonds, attachment bonds or similar bonds and all interest, assessments and other charges paid or payable in connection
with or in respect of any such Expenses, and shall also specifically include, without limitation, all reasonable attorneys’
fees and all other expenses incurred by or on behalf of Indemnitee in connection with preparing and submitting any requests or
statements for indemnification, advancement, contribution or any other right provided by this Agreement. Expenses, however, shall
not include amounts of judgments or fines against Indemnitee.


 


(i)       “Independent
Counsel” means, at any time, any law firm, or a member of a law firm, that (a) is experienced in matters of corporation
law and (b) is not, at such time, or has not been in the five years prior to such time, 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 indemnities 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 and expenses 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 and to be jointly and severally liable therefor.


 



    	 	- 12 -	 



     


    

 


(j)       “Insider
Letter” means that certain letter agreement, by and among the Company, Sandbridge X2 Holdings LLC (the “Sponsor”),
each member of the Sponsor, each of the Company's executive officers, directors and director nominees and certain consultants of
the Company, dated as of March 9, 2021.


 


(k)       “Proceeding”
includes any actual, threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation
(formal or informal), inquiry, administrative hearing or any other actual, threatened, pending or completed proceeding, whether
brought by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative in nature,
in which Indemnitee was, is, may be or will be involved as a party, witness or otherwise, by reason of Indemnitee’s Corporate
Status or by reason of any action taken by Indemnitee or of any inaction on Indemnitee’s part while acting as director, officer,
employees, fiduciary, trustee or agent of the Company (in each case whether or not he is acting or serving in any such capacity
or has such status at the time any liability or expense is incurred for which indemnification or advancement of Expenses can be
provided under this Agreement). If the Indemnitee believes in good faith that a given situation may lead to or culminate in the
institution of a Proceeding, this shall be considered a Proceeding under this paragraph.


 


(l)       “Registration
and Stockholder Rights Agreement” means that Registration and Stockholder Rights Agreement by and among the Company and
initial stockholders of the Company, dated as of March 9, 2021.


 


(m)       “Sponsors”
means, collectively, the Sponsor, Sandbridge X2 Consortium, and TOCU XLIII LLC.


 


16.       Construction.
Whenever required by the context, as used in this Agreement the singular number shall include the plural, the plural shall include
the singular, and all words herein in any gender shall be deemed to include (as appropriate) all genders.


 


17.       Reliance.
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 and/or an officer of the Company, and the Company acknowledges that Indemnitee
is relying upon this Agreement in serving as a director and/or an officer of the Company.


 


18.       Modification
and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in a writing identified
as such by all of the parties hereto. Except as otherwise expressly provided herein, the rights of a party hereunder (including
the right to enforce the obligations hereunder of the other parties) may be waived only with the written consent of such party,
and 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.


 



    	 	- 13 -	 



     


    

 


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


 


(a)       If
to Indemnitee to:


 


[______________]


[______________]


Attn: [Name of Indemnitee] & [Name
of General Counsel]


 


	with a copy to:	[outside counsel]



 


(b)       If
to the Company, to:


 


Sandbridge X2 Corp.


725 5th Ave., 23rd
Floor


New York, NY 10022


Attn: Richard Henry


Email: rhenry@sandbridgecap.com


 


	with a copy to:	Ropes & Gray LLP
	 	1211 Avenue of the Americas
	 	New York, NY 10036
	 	Attention: Paul D. Tropp and Emily J. Oldshue
	 	Email: paul.tropp@ropesgray.com, emily.oldshue@ropesgray.com




 


or to such other address as may have been furnished (in the manner
prescribed above) as follows: (a) in the case of a change in address for notices to Indemnitee, furnished by Indemnitee to the
Company and (b) in the case of a change in address for notices to the Company, furnished by the Company to Indemnitee.


 


20.       Contribution.
To the fullest extent permissible under applicable law, 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 reasonably
incurred 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 other directors, officers, employees and agents) and Indemnitee in connection with
such event(s) and/or transaction(s).


 



    	 	- 14 -	 



     


    

 


21.       Governing
Law; Submission to Jurisdiction; Appointment of Agent for Service of Process. This Agreement and the legal relations among
the parties shall, to the fullest extent permitted by law, 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. The Company and Indemnitee hereby irrevocably and unconditionally
(i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Court
of Chancery of the State of Delaware (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, (ii) 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, (iii) waive any objection to the
laying of venue of any such action or proceeding in the Delaware Court, and (iv) 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 otherwise inconvenient
forum.


 


22.       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.


 


23.       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.


 


[Remainder of Page Intentionally Blank]


 




    	 	- 15 -	 



     


    

 


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


 


	Company:	Sandbridge X2 Corp.
	 	 	 
	 	By:	    
	 	Name:	 
	 	Title:	 
	 	 	 
	Indemnitee:	 
	 	Name: [                     ]


 





[Signature Page to Indemnification Agreement]