Exhibit 10.5


 


[FORM OF] INDEMNITY AGREEMENT


 


THIS INDEMNITY AGREEMENT (this
“Agreement”) is made as of [●], 202[●], by and between Presto Automation Inc., a Delaware corporation
(the “Company”), and [●] (“Indemnitee”).


 


RECITALS


 


WHEREAS, the Company believes
that, in order to attract and retain highly qualified persons to serve as directors or in other capacities, including as officers, it
must provide such persons with adequate protection through indemnification against the risk of claims and actions against them arising
out of their services to and activities on behalf of the Company;


 


WHEREAS, the Certificate of
Incorporation (as amended and/or restated from time to time, the “Charter”) and the Bylaws (as amended and/or
restated from time to time, the “Bylaws”) of the Company require indemnification of the officers and directors
of the Company;


 


WHEREAS, Indemnitee may also
be entitled to indemnification pursuant to applicable provisions of the Delaware General Corporation Law (as may be amended from time
to time, “DGCL”);


 


WHEREAS, the Charter, Bylaws
and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts
may be entered into between the Company and members of the Board of Directors of the Company (the “Board”),
officers and other persons with respect to indemnification, hold harmless, advancement and reimbursement rights;


 


WHEREAS, the Company desires
and has requested Indemnitee to serve as a [director] [officer] of the Company and, in order to induce Indemnitee to serve as a [director]
[officer] of the Company, the Company is willing to grant Indemnitee the indemnification provided for herein;


 


WHEREAS, Indemnitee is willing
to so serve on the basis that such indemnification be provided; and


 


WHEREAS, the parties by this
Agreement desire to set forth their agreement regarding indemnification and the advancement of expenses.


 


NOW, THEREFORE, in consideration
of the mutual covenants and agreements set forth below, and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


TERMS AND CONDITIONS


 


1. SERVICES TO THE
COMPANY. In consideration of, among other things, the Company’s covenants and obligations hereunder, Indemnitee will serve
or continue to serve as an officer, director, advisor, key employee or in any other capacity of the Company, as applicable, for so long
as Indemnitee is duly elected or appointed or retained or until Indemnitee tenders Indemnitee’s resignation or until Indemnitee
is removed. Notwithstanding anything in the foregoing to the contrary, this Agreement shall continue in full force and effect after Indemnitee
has ceased to serve as a director, officer, advisor, key employee or in any other capacity of the Company, as provided in Section 14.
This Agreement, however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company
beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.


 






     


     


    

 


2. DEFINITIONS.
As used in this Agreement:


 


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


 


(b)(i) A
“change in control” shall be deemed to occur upon the earliest to occur after the date of this Agreement
of any of the following: (A) any Person (as defined below) is or becomes the beneficial owner (as defined below), directly or
indirectly, of securities of the Company representing twenty percent (20%) or more of the combined voting power of the
Company’s then outstanding securities, (B) during any period of two (2) consecutive years (not including any period prior to
the execution of this Agreement), individuals who at the beginning of such period constitute the Board of Directors of the Company,
and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a
transaction described in Sections 2(b)(i)(A), 2(b)(i)(C) or 2(b)(i)(D) or a director whose initial nomination for, or assumption of
office as, a member of the Board of Directors of the Company occurs as a result of an actual or threatened solicitation of proxies
or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election
of one or more directors by or on behalf of the Board of Directors of the Company) whose election by the Board of the Directors of
the Company or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the
directors then still in office who either were directors at the beginning of the period or whose election or nomination for election
was previously so approved, cease for any reason to constitute at least a majority of the total number of directors constituting the
Board of Directors of the Company, (C) the effective date of a merger or consolidation of the Company with any other entity, other
than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such
merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the
surviving entity (or the parent entity of such surviving entity)) at least 50% of the combined voting power of the voting securities
of the surviving entity (or such parent entity) outstanding immediately after such merger or consolidation and with the power to
elect at least a majority of the board of directors or other governing body of such surviving entity or such parent entity; (D) the
approval by the stockholders of the Company of a dissolution or complete liquidation of the Company or an agreement for the sale,
lease, exchange or other disposition by the Company of all or substantially all of the assets of the Company and its subsidiaries,
taken as a whole, and (E) there occurs any other event of a nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange
Act (as defined below), whether or not the Company is then subject to such reporting requirement.


 






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For purposes of this Section
2(b)(i), the following terms shall have the following meanings:


 


(I) “person”
shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided, however, that person shall exclude (a)
the Company, (b) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (c) any corporation
owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of
the Company.


 


(II) “beneficial
owner” shall have the meaning given to such term in Rule 13d-3 under the Exchange Act.


 


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


 


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


 


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


 


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


 


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


 






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(h)  References to “fines”
shall include, without limitation, any excise tax assessed on Indemnitee with respect to any employee benefit plan or related trust or
funding mechanism (whether in the form of ERISA excise taxes or other excise taxes assessed by the United States Internal Revenue Service,
penalties assessed by the United States Department of Labor, restitutions to such a plan or trust or other funding mechanism or to a participant
or beneficiary of such plan, trust or other funding mechanism or otherwise); references to “serving at the request of the
Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company which imposes duties
on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants
or beneficiaries, including as a deemed fiduciary thereto; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably
believed to be in the best interests of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed
to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.


 


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


 


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


 


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


 






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


 


3. INDEMNITY IN THIRD-PARTY
PROCEEDINGS. To the fullest extent permitted by applicable law, the Company shall indemnify and hold harmless Indemnitee in accordance
with the provisions of this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness,
deponent or otherwise) in any Proceeding (other than a Proceeding by or in the right of the Company to procure a judgment in its favor,
which is addressed in Section 4 below) by reason of Indemnitee’s Corporate Status. Pursuant to this Section 3, Indemnitee
shall be indemnified and held harmless to the fullest extent permitted by applicable law against all Expenses, judgments, liabilities,
fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with
or in respect of such Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement) actually and reasonably incurred
by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee
acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, in
the case of a criminal Proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful.


 


4. INDEMNITY IN PROCEEDINGS
BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by applicable law, the Company shall indemnify and hold harmless
Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to or
a participant (as a witness, deponent or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor
by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee shall be indemnified and held harmless
to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s
behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in or not opposed to the best interests of the Company.


 


No indemnification for Expenses
shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged
by a court to be liable to the Company, unless and only to the extent that the Delaware Court or any other court in which the Proceeding
was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee
is fairly and reasonably entitled to indemnification for such Expenses which the Delaware Court or such other court shall deem proper.


 






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5. INDEMNIFICATION
FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions of this Agreement to the contrary,
to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful,
on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall,
to the fullest extent permitted by applicable law, indemnify and hold harmless Indemnitee against all Expenses actually and reasonably
incurred by Indemnitee in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits
or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent
permitted by applicable law, indemnify and hold harmless Indemnitee against all Expenses actually and reasonably incurred by Indemnitee
or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly successful
in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law, indemnify and hold harmless Indemnitee
against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which Indemnitee
was successful. For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding
by dismissal (with or without prejudice), motion for summary judgment, settlement (with or without court approval), or upon a plea of
nolo contendere or its equivalent shall be deemed, to the fullest extent permitted by law, to be a successful result as to such claim,
issue or matter.


 


6. INDEMNIFICATION
FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is,
by reason of Indemnitee’s Corporate Status, a witness or deponent in any Proceeding (including, without limitation, any Proceeding
to which Indemnitee was or is not a party or threatened to be made a party), Indemnitee shall, to the fullest extent permitted by applicable
law, be indemnified and held harmless against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf
in connection therewith.


 


7. ADDITIONAL INDEMNIFICATION
AND HOLD HARMLESS RIGHTS. Notwithstanding any limitation in Sections 3, 4 or 5, the Company shall, to the fullest extent permitted
by applicable law, indemnify and hold harmless Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding
(including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, liabilities,
fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with
or in respect of such Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement) actually and reasonably incurred
by Indemnitee in connection with the Proceeding.


 


8. CONTRIBUTION IN
THE EVENT OF JOINT LIABILITY.


 


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


 






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(b)  Without the prior
consent of Indemnitee, the Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee
(or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against
Indemnitee without any admission of liability or other wrongdoing on the part of Indemnitee.


 


(c)  The Company hereby
agrees, to the fullest extent permissible under applicable law, to fully indemnify and hold harmless Indemnitee from any claims for contribution
which may be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee
with respect to such claim.


 


9. EXCLUSIONS.
Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification,
advance expenses or hold harmless payment in connection with any claim made against Indemnitee:


 


(a)  for which payment
has actually been received by or on behalf of Indemnitee under any insurance policy, contract, agreement or other indemnity or advancement
provision, except with respect to any excess beyond the amount actually received under any such insurance policy, contract, agreement,
other indemnity or advancement provision or otherwise; provided, however, that payment made to Indemnitee pursuant to an
insurance policy purchased and maintained by Indemnitee at his or her own expense of any amounts otherwise indemnifiable or obligated
to be made pursuant to this Agreement shall not reduce the Company’s obligations to Indemnitee pursuant to this Agreement;


 


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


 


(c)  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 (including any agent), unless (i) such
indemnification is expressly required to be made by law or (ii) the Proceeding (or part thereof) was authorized in the first instance
by the Board of Directors of the Company. Indemnitee shall seek payments or advances from the Company in connection with a Proceeding
initiated by Indemnitee only to the extent that such payments or advances are unavailable from any insurance policy of the Company covering
Indemnitee.


 


10. ADVANCES OF EXPENSES;
DEFENSE OF CLAIM.


 


To the fullest extent permitted
by the DGCL, the Company shall pay the Expenses incurred by Indemnitee in connection with any Proceeding within thirty (30) days
after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition
of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall be made without
regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified
or held harmless under the other provisions of this Agreement. Advances shall, to the fullest extent permitted by law, include any and
all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and
forwarding statements to the Company to support the advances claimed. To the fullest extent permitted by law, such payments of Expenses
in advance of the final disposition of the Proceeding shall be made only upon the Company’s receipt of an undertaking, by or on
behalf of Indemnitee, to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to
be indemnified or held harmless by the Company under the provisions of this Agreement, the Charter, the Bylaws, applicable law or otherwise.
The execution and delivery by Indemnitee of this Agreement shall constitute such undertaking and no further undertaking shall be required.
The Company agrees that for the purposes of any advancement of Expenses for which Indemnitee has made a written demand in accordance with
this Agreement, all Expenses included in such demand that are certified by affidavit of Indemnitee’s counsel as being reasonable
shall be presumed conclusively to be reasonable. This Section 10(a) shall not apply to any claim made by Indemnitee for which
an indemnification or hold harmless payment is excluded pursuant to Section 9.


 






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11. PROCEDURE FOR
NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.


 


(a) Promptly after receipt by
Indemnitee of notice of the commencement of any Proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the
Company hereunder, notify the Company in writing of the commencement thereof. The failure to promptly notify the Company of the commencement
of the Proceeding, or of Indemnitee’s request for indemnification, will not relieve the Company from any liability that it may have
to Indemnitee hereunder, except to the extent the Company is actually and materially prejudiced in its defense of such Proceeding as a
result of such failure; provided, however, provided, further, that notice will be deemed to have been given without any action
on the part of Indemnitee in the event the Company is a party to the same Proceeding. To obtain indemnification under this Agreement,
Indemnitee shall submit to the Company a written request therefor including such documentation and information as is reasonably available
to Indemnitee and is reasonably necessary to enable the Company to determine whether and to what extent Indemnitee is entitled to indemnification.


 


(b) With respect to any Proceeding
as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding
at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with
counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any
Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by
Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below.
Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from
the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by
Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest
between Indemnitee and the Company in the defense of the Proceeding, (iii) the fees and expenses are non-duplicative and reasonably
incurred in connection with Indemnitee’s role in the Proceeding despite the Company’s assumption of the defense, (iv) after
a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel or (v) the Company shall
not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall
be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company,
or as to which Indemnitee shall have made the determination provided for in (ii) above or under the circumstances provided for in (iii)
and (iv) above. Indemnitee agrees that any such separate counsel retained by indemnitee will be a member of any approved list of panel
counsel under the Company’s applicable directors’ and officers’ liability insurance policy, should the applicable policy
provide for a panel of approved counsel and should such approved panel list comprise law firms with well-established reputations in the
type of litigation at issue. (For clarity, the fact of a firm’s being part of a panel shall not be evidence of a firm’s having
a well-established national reputation for the type of litigation at issue).


 






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(c) To the fullest extent permitted
by the DGCL, the Company’s assumption of the defense of a Proceeding in accordance with Section 11(b) will constitute an irrevocable
acknowledgement by the Company that any loss and liability suffered by Indemnitee and Expenses (including attorneys’ fees), judgments,
fines and amounts paid in settlement by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Company
under this Agreement.


 


(d) The determination whether
to grant Indemnitee’s indemnification request shall be made promptly and in any event within sixty (60) days following the Company’s
receipt of a request for indemnification in accordance with Section 11(a). If the Company determines that Indemnitee is entitled to such
indemnification or, as contemplated by paragraph 11(c) the Company has acknowledged such entitlement, the Company will make payment to
Indemnitee of the indemnifiable amount within such sixty (60) day period. If the Company is not deemed to have so acknowledged such entitlement
or the Company’s determination of whether to grant Indemnitee’s indemnification request shall not have been made within such
sixty (60) day period, the requisite determination of entitlement to indemnification shall, subject to Section 9, nonetheless 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 the DGCL.


 


(e) In the event that (i) the
Company determines that Indemnitee is not entitled to indemnification under this Agreement, (ii) the Company denies a request for indemnification,
in whole or in part, or fails to respond or make a determination of entitlement to indemnification within sixty (60) days following receipt
of a request for indemnification as described above, (iii) payment of indemnification is not made within such sixty (60) day period, (iv)
advancement of Expenses is not timely made in accordance with Section 10, or (v) 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 Proceeding designed to deny, or
to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to
an adjudication in any court of competent jurisdiction of his or her entitlement to such indemnification or advancement of Expenses. Indemnitee’s
Expenses (including attorneys’ fees) incurred in connection with successfully establishing Indemnitee’s right to indemnification
or advancement of Expenses, in whole or in part, in any such Proceeding or otherwise shall also be indemnified by the Company to the fullest
extent permitted by the DGCL.


 






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(f) Indemnitee shall be presumed
to be entitled to indemnification under this Agreement upon submission of a request therefor in accordance with Section 11 of this Agreement.
The Company shall have the burden of proof in overcoming such presumption, and such presumption shall be used as a basis for a determination
of entitlement to indemnification unless the Company overcomes such presumption by clear and convincing evidence.


 


(g) If there is a change in
control of the Company, upon written request by Indemnitee for indemnification pursuant to Section 11(a), any determination, if required
by the DGCL, with respect to Indemnitee’s entitlement thereto shall be made by Independent Counsel selected by Indemnitee with the
consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed) in a written opinion, a copy of which shall
be delivered to the Company and Indemnitee, and the Company agrees to pay the fees and expenses of the Independent Counsel.


 


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


 


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


 


(a)  The rights of Indemnitee
as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under
applicable law, the Charter, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment,
alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement
in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) or claim, issue or matter
therein arising out of, or related to, any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to
such amendment, alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial decision, permits
greater indemnification, hold harmless rights or advancement of Expenses than would be afforded currently under the Charter, the Bylaws
or 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.


 


(b)  The DGCL permits the
Company to purchase and maintain insurance on behalf of Indemnitee against any liability asserted against Indemnitee or incurred by or
on behalf of Indemnitee or in such capacity as a director, officer or employee of the Company or as an agent of another Enterprise, or
arising out of Indemnitee’s status as such, whether or not the Company would have the power to indemnify Indemnitee against such
liability under the DGCL, as it may then be in effect. The purchase, establishment, and maintenance of any such insurance shall not in
any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein,
and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations
of the Company or the other party or parties thereto with respect to any such insurance. The Company shall use commercially reasonable
efforts to obtain and maintain in effect during the entire period for which the Company is obligated to indemnify Indemnitee under this
Agreement, one or more policies of insurance with reputable insurance companies to provide the officers/directors of the Company with
coverage for losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification obligations
under this Agreement. In the event of a change in control or the Company’s becoming insolvent, the Company shall maintain in force
any and all insurance policies then maintained by the Company in providing insurance--directors’ and officers’ liability,
fiduciary, employment practices or otherwise--in respect of the individual directors and officers of the Company, for a fixed period of
six years thereafter (a “Tail Policy”). Such coverage shall be non-cancellable and shall be placed and serviced for the duration
of its term by the Company’s incumbent insurance broker. Such broker shall place the Tail Policy with the incumbent insurance carriers
using the policies that were in place at the time of the event giving rise to the change in control (unless the incumbent carriers will
not offer such policies, in which case the Tail Policy placed by the Company’s insurance broker shall be substantially comparable
in scope and amount as the expiring policies, and the insurance carriers for the Tail Policy shall have an AM Best rating that is the
same or better than the AM Best ratings of the expiring policies).


 






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(c)  To the extent that
the Company maintains an insurance policy or policies providing liability insurance for directors, officers, or employees of the Company
or agents of any other Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to
the maximum extent of the coverage available for any such director, officer, or employee of the Company or any agent of any such other
Enterprise under such policy or policies. If, at the time the Company receives notice from any source of a Proceeding as to which Indemnitee
is a party or a participant (as a witness, deponent or otherwise), the Company has director and officer liability or similar insurance
in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the
respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee,
all amounts payable as a result of such Proceeding in accordance with the terms of such policies. Further, if requested by Indemnitee,
within two (2) business days of such request the Company will instruct the insurance carriers and the Company’s insurance broker
that they may communicate directly with Indemnitee regarding such claim. In the event of a change in control or the Company’s becoming
insolvent, the Company shall maintain in force a Tail Policy. Such coverage shall be non-cancellable and shall be placed and serviced
for the duration of its term by the Company’s incumbent insurance broker. Such broker shall place the Tail Policy with the incumbent
insurance carriers using the policies that were in place at the time of the event giving rise to the change in control (unless the incumbent
carriers will not offer such policies, in which case the Tail Policy placed by the Company’s insurance broker shall be substantially
comparable in scope and amount as the expiring policies, and the insurance carriers for the Tail Policy shall have an AM Best rating that
is the same or better than the AM Best ratings of the expiring policies).


 


(d)  In the event of any
payment under this Agreement, the Company, to the fullest extent permitted by law, shall be subrogated to the extent of such payment to
all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights,
including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.


 


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


 


14. SECTION 409A OF
THE CODE. If Indemnitee’s right to payment or reimbursement of indemnification or expenses pursuant to this Agreement would
not be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) pursuant
to Treasury Regulation Section 1.0409A-1(b)(10), then (a) the payment or reimbursement of indemnification and expenses provided
or advanced to or for Indemnitee pursuant to this Agreement in one taxable year shall not affect the amount of indemnification and expenses
provided or advanced to or for Indemnitee in any other taxable year, (b) any reimbursement to Indemnitee of expenses under this Agreement
shall be paid to Indemnitee on or before the last day of Indemnitee’s taxable year following the taxable year in which the expense
was incurred and (c) the right to advancement, reimbursement or payment of indemnification and expenses under this Agreement may
not be liquidated or exchanged for any other benefit. In addition, to the extent that this Agreement is subject to Section 409A of
the Code, this Agreement shall be interpreted and enforced so as to avoid any tax, penalty or interest under Section 409A of
the Code. For purposes of this Section 14, “Expenses” shall be deemed to include, in addition to those items included
in the definition thereof in Section 2, any liability, loss, judgment, fine and amounts paid in settlement.


 






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15. DURATION OF AGREEMENT.
All agreements and obligations of the Company contained herein shall continue during the period Indemnitee serves as a director or officer
of the Company or as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other corporation,
partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee serves at the request of the Company and
shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding by reason of Indemnitee’s Corporate
Status, whether or not Indemnitee is acting in any such capacity at the time any liability or expense is incurred for which indemnification
or advancement can be provided under this Agreement.


 


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


 


17. ENFORCEMENT AND
BINDING EFFECT.


 


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


 


(b)  Without limiting any
of the rights of Indemnitee under the Charter or Bylaws (which rights shall continue in full force and effect and shall be in addition
to the rights provided hereunder), this Agreement constitutes the entire agreement between the parties hereto with respect to the subject
matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect
to the subject matter hereof.


 


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


 


(d)  The Company shall
require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all
or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee,
expressly to assume and agree to perform this Agreement to the fullest extent permitted by law.


 






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


 


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


 


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


 


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


 


(b)  If to the Company,
to:


 


Presto Automation Inc.


985 Industrial Rd Suite 205


San Carlos, CA 94070


Attention: [●]


Email: [●]


  


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


 


20. NOTICE BY THE COMPANY.
If the Indemnitee is the subject of, or is, to the knowledge of the Company, implicated in any way during an investigation, whether formal
or informal, that is related to Indemnitee’s Corporate Status and that reasonably could lead to a Proceeding for which indemnification
can be provided under this Agreement, the Company shall notify the Indemnitee of such investigation and shall share (to the extent legally
permissible) with Indemnitee any information it has provided to any third parties concerning the investigation (“Shared Information”).
By executing this Agreement, Indemnitee agrees that such Shared Information may be material non-public information and that Indemnitee
is thus obligated to hold such information in confidence and not disclose it publicly; provided, however, that Indemnitee may use the
Shared Information and disclose such Shared Information to Indemnitee’s legal counsel and third parties, in each case solely in
connection with defending Indemnitee from legal liability.


 






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21. APPLICABLE LAW
AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced
in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. To the fullest extent permitted by
law, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or
in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United
States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for
purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of
venue of any such action or proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any
such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole
or in part) to a jury trial. To the fullest extent permitted by law, the parties hereby agree that the mailing of process and other papers
in connection with any such action or proceeding in the manner provided by Section 19 or in such other manner as may be permitted
by law, shall be valid and sufficient service thereof.


 


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


 


23. MISCELLANEOUS.
Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs
of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction
thereof.


 


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


 


[Signature Page Follows]


 




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


 


	PRESTO AUTOMATION INC.	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 
	INDEMNITEE


	 
	 	 	 
	By:	            	 
	Name:	 	 
	Address:	 	 


 


[Signature page to Indemnity Agreement]


 


 


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