Exhibit
10.5


 


INDEMNITY
AGREEMENT


 


THIS INDEMNITY AGREEMENT
(this “Agreement”) is made as of [ ], 2021, by and between Jeneration Acquisition Corporation, a Cayman
Islands exempted company (the “Company”), and [ ] (“Indemnitee”).


 


RECITALS


 


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


 


WHEREAS, the Board of
Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified
individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons
serving the Company and its Subsidiaries (as defined below) as officers and directors from certain liabilities;


 


WHEREAS, while the Amended
and Restated Memorandum and Articles of Association of the Company (the “Articles”) provide for the
indemnification of the officers and directors of the Company, Indemnitee may also be entitled to indemnification pursuant to applicable
Cayman Islands law, and the Articles provide that the indemnification provisions set forth therein are not exclusive, and thereby
contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with respect
to indemnification, hold harmless, exoneration, advancement and reimbursement rights;


 


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


 


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


 


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


 




    	 



    	 



    


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


 


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


 


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


 




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TERMS
AND CONDITIONS


 


1.       SERVICES
TO THE COMPANY. In consideration of the Company’s covenants and obligations hereunder, Indemnitee will serve or continue
to serve as an officer, director, advisor, key employee or any other capacity of the Company, as applicable, for so long as Indemnitee
is duly elected or appointed or retained or until Indemnitee tenders his or her resignation or until Indemnitee is removed. The
foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased to serve as a director,
officer, advisor, key employee or in any other capacity of the Company, as provided in Section ‎0.
This Agreement, however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to
the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.


 


2.       DEFINITIONS.
As used in this Agreement:


 


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


 


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


 


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


 


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


 


(ii)       Change
in Board of Directors. Individuals who, as of the date hereof, constitute the Board, and any new director whose election by
the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two thirds of the
directors


 




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then still
in office who were directors on the date hereof or whose election or nomination for election was previously so approved (collectively,
the “Continuing Directors”), cease for any reason to constitute at least a majority of the members of
the Board;


 


(iii)       
Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination, involving the Company and one or more businesses (a “Business Combination”),
in each case, unless, following such Business Combination: (3) all or substantially all of the individuals and entities who were
the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding securities
of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without
limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the
Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership
immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (4)
other than an affiliate of the Sponsor, no Person (excluding any company or corporation resulting from such Business Combination)
is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities
entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such
ownership existed prior to the Business Combination; and (5) at least a majority of the Board of Directors of the company or corporation
resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of
the action of the Board of Directors, providing for such Business Combination;


 


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


 


(v)       Other
Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule
14A of Regulation 14A (or any successor rule) (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.


 


(d)       
“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.


 




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


 


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


 


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


 


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


 


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


 


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


 


(k)       “Independent
Counsel” shall mean a law firm or a member of a law firm with significant experience in matters of corporate law
and that neither presently is, nor in the


 




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past five years
has been, retained to represent: ii) 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 iii)
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.


 


(l)       The
term “Person” shall have the meaning as set forth in Sections ‎0
and ‎xxii) of the Exchange Act as in effect on the
date hereof; provided, however, that “Person” shall exclude: iv) the Company; v) any Subsidiaries of the Company;
vi) any employment benefit plan of the Company or of a Subsidiary (as defined below) of the Company or of any company or corporation
owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of
shares of the Company; and vii) 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 a company or corporation owned directly or indirectly by the shareholders
of the Company in substantially the same proportions as their ownership of shares of the Company.


 


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


 


(n)       The
term “Subsidiary,” with respect to any Person, shall mean any company, 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 and the Articles, the Company shall indemnify,
hold harmless and exonerate Indemnitee in accordance with the provisions of this Section ‎0
if


 




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Indemnitee
was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding, other
than a Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate
Status. Pursuant to this Section ‎0, Indemnitee shall
be indemnified, held harmless and exonerated against all Expenses, judgments, liabilities, fines, penalties and amounts paid in
settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses,
judgments, liabilities, fines, penalties and amounts paid in settlement) actually, and reasonably incurred by Indemnitee or on
his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of
a criminal Proceeding, had no reasonable cause to believe that his or her conduct was unlawful. In no event shall Indemnitee be
entitled to be indemnified, held harmless or advanced any amounts under this Section 3 in respect of any Expenses, judgments,
liabilities, fines, penalties and amounts paid in settlement (if any) that Indemnitee may incur by reason of Indemnitee’s
own actual fraud, wilful deceit or wilful neglect. Indemnitee shall not be found to have committed actual fraud, wilful deceit
or wilful neglect for any purpose of this Agreement unless or until a court of competent jurisdiction shall have made a finding
to that effect.


 


4.       INDEMNITY
IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by applicable law and the Articles, the
Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section ‎0
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 ‎0, Indemnitee shall be indemnified,
held harmless and exonerated against all Expenses actually and reasonably incurred by him or her on his or her behalf in connection
with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Company. No indemnification, hold harmless or exoneration for Expenses
shall be made under this Section ‎0 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 any court in which the Proceeding was brought or the New York Court shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably
entitled to indemnification, to be held harmless or to exoneration.


 


5.       INDEMNIFICATION
FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions of this Agreement except
for Section ‎0, 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 and the


 




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Articles, indemnify,
hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or her in connection therewith.
If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but
less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law
and the Articles, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him
or her or on his or her behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly
successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law and the Articles, indemnify,
hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related
to any claim, issue, or matter on which Indemnitee was successful. For purposes of this Section and without limitation, the termination
of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful
result as to such claim, issue or matter.


 


6.       INDEMNIFICATION
FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement except for Section ‎0,
to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness or deponent in any Proceeding to which Indemnitee
was or is not a party or threatened to be made a party, he or she shall, to the fullest extent permitted by applicable law and
the Articles, be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by him or her
or on his or her behalf in connection therewith.


 


7.       ADDITIONAL
INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS.


 


(a)       Notwithstanding
any limitation in Sections ‎0, ‎0,
or ‎0, except for Section ‎0,
the Company shall, to the fullest extent permitted by applicable law and the Articles, indemnify, hold harmless and exonerate
Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the
right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in
settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses,
judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with
the Proceeding. No indemnification, hold harmless or exoneration rights shall be available under this Section ‎0
on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its
shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the
law.


 


8.       CONTRIBUTION
IN THE EVENT OF JOINT LIABILITY.


 


(a)       To
the fullest extent permissible under applicable law and the Articles, if the indemnification, hold harmless and/or exoneration
rights provided for in this Agreement


 




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are unavailable
to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating
Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines,
penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee
to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time
against Indemnitee.


 


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


 


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


 


9.       EXCLUSIONS.
Notwithstanding any provision in this Agreement, except for Section ‎0,
the Company shall not be obligated under this Agreement to make any indemnification, advance expenses, hold harmless or exoneration
payment in connection with any claim made against Indemnitee:


 


(a)       for
which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity or advancement
provision and which payment has not subsequently been returned, except with respect to any excess beyond the amount actually received
under any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise;


 


(b)       for
an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within
the meaning of Section ‎0 of the Exchange Act (or any
successor rule) or similar provisions of state statutory law or common law; or


 


(c)       except
as otherwise provided in Sections ‎1)a)xxiv)‎-‎0
hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee,
including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers,
employees or other indemnitees, unless viii) the Board authorized the Proceeding (or any part of any Proceeding) prior to its
initiation or ix) the Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion, pursuant
to the powers vested in the Company under applicable law and the Articles. Indemnitee shall seek payments or advances from the
Company only to the extent that such payments or advances are unavailable from any insurance policy of the Company covering Indemnitee.


 




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10.       ADVANCES
OF EXPENSES; DEFENSE OF CLAIM.


 


(a)       Notwithstanding
any provision of this Agreement to the contrary except for Section ‎0,
and to the fullest extent not prohibited by applicable law and the Articles, the Company shall pay the Expenses incurred by Indemnitee
(or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within
ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior
to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest
free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the
Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the
other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce
this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances
claimed. To the fullest extent required by applicable law and the Articles, such payments of Expenses in advance of the final
disposition of the Proceeding shall be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee,
to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified
by the Company under the provisions of this Agreement, the Articles, applicable law or otherwise. This Section ‎0
shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment is excluded
pursuant to Section ‎0.


 


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


 


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


 


11.       PROCEDURE
FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.


 


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


 


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


 




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Indemnitee,
Indemnitee’s entitlement to indemnification shall be determined according to Section ‎x)
of this Agreement.


 


12.       PROCEDURE
UPON APPLICATION FOR INDEMNIFICATION.


 


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


 


(b)       In
the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section ‎1)a)x)
hereof, the Independent Counsel shall be selected as provided in this Section ‎0.
The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board),
and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and
certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in
Section ‎0 of this Agreement. If the Independent Counsel
is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent
Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel”
as defined in Section ‎0 of this Agreement. In either
event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have
been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however,
that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements
of “Independent Counsel” as defined


 




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in Section
‎0 of this Agreement, and the objection shall set forth
with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act
as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve
as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such
objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification
pursuant to Section ‎0 hereof, no Independent Counsel
shall have been selected and not objected to, either the Company or Indemnitee may petition the New York Court for resolution
of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel
and/or for the appointment as Independent Counsel of a person selected by the New York Court, and the person with respect to whom
all objections are so resolved or the person so appointed shall act as Independent Counsel under Section ‎x)
hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section ‎xv)
of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject
to the applicable standards of professional conduct then prevailing).


 


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


 


13.       PRESUMPTIONS
AND EFFECT OF CERTAIN PROCEEDINGS.


 


(a)       In
making a determination with respect to Indemnitee’s entitlement to indemnification hereunder, the person, persons or entity
making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has
submitted a request for indemnification in accordance with Section ‎0
of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by
any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including
by the Disinterested Directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant
to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct,
nor an actual determination by the Company (including by the Disinterested Directors or Independent Counsel) that Indemnitee has
not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not
met the applicable standard of conduct.


 


(b)       If
the person, persons or entity empowered or selected under Section ‎0
of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within thirty
(30) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification
shall, to the fullest extent permitted by law, be deemed to have been made and Indemnitee shall be entitled


 




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to such indemnification,
absent xiii) 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 xiv) a final judicial determination
that any or all such indemnification is expressly prohibited under applicable law and the Articles; provided, however, that such
30-day period may be extended for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons or
entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for
the obtaining or evaluating of documentation and/or information relating thereto.


 


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


 


(d)       For
purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action
is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee
by the directors, trustee, general partner, manager or managing member of the Enterprise in the course of their duties, or on
the advice of legal counsel for the Enterprise, its Board, any committee of the Board or any director, trustee, general partner,
manager or managing member of the Enterprise, or on information or records given or reports made to the Enterprise, its Board
of Directors, any committee of the Board of Directors or any director, trustee, general partner, manager or managing member of
the Enterprise, by an independent certified public accountant or by an appraiser or other expert selected by the Enterprise, its
Board, any committee of the Board or any director, trustee, general partner, manager or managing member. The provisions of this
Section ‎0 shall not be deemed to be exclusive or to
limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct
set forth in this Agreement.


 


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


 


14.       REMEDIES
OF INDEMNITEE.


 


(a)       In
the event that xv) a determination is made pursuant to Section ‎0
of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, xvi) advancement of Expenses, to the
fullest extent permitted by applicable law and the


 




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Articles, is
not timely made pursuant to Section ‎0 of this Agreement,
xvii) no determination of entitlement to indemnification shall have been made pursuant to Section ‎x)
of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, xviii) payment of indemnification
is not made pursuant to Section ‎0, 6, 7 or the last
sentence of Section ‎x) of this Agreement within ten
(10) days after receipt by the Company of a written request therefor, xix) a contribution payment is not made in a timely manner
pursuant to Section ‎0 of this Agreement, xx) payment
of indemnification pursuant to Section ‎0 or 4 of this
Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification,
or xxi) payment to Indemnitee pursuant to any indemnification, hold harmless or exoneration rights under this Agreement or otherwise
is not made in accordance with this Agreement, Indemnitee shall be entitled to an adjudication by the New York Court to such indemnification,
hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee, at his or her option, may seek an award
in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration
Association. Except as set forth herein, the provisions of Cayman Islands law (without regard to its conflict of laws rules) shall
apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in
arbitration.


 


(b)       In
the event that a determination shall have been made pursuant to Section ‎x)
of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant
to this Section ‎0 shall be conducted in all respects
as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination.


 


(c)       In
any judicial proceeding or arbitration commenced pursuant to this Section ‎0,
Indemnitee shall be presumed to be entitled to be indemnified, held harmless, exonerated and to receive advancement of Expenses
under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to be indemnified, held harmless,
exonerated and to receive advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence
any determination pursuant to Section ‎x) of this Agreement
adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section ‎0,
Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section ‎0
until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights
of appeal have been exhausted or lapsed).


 


(d)       If
a determination shall have been made pursuant to Section ‎x)
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 ‎0,
absent xxii) 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 xxiii) a prohibition of such indemnification
under applicable law and the Articles.


 




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(e)       The
Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section ‎0
that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such
court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.


 


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


 


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


 


15.       SECURITY.
Notwithstanding anything herein to the contrary, except for Section ‎0,
to the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security
to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other
collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of
Indemnitee.


 


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


 


(a)       The
rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at
any time be entitled under applicable law, the Articles, any agreement, a vote of shareholders or a resolution of directors, or
otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of
Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced
or completed) or claim, issue or matter therein arising out of, or related to,


 




    15 


    	 



    

any action
taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent
that a change in applicable law, whether by statute or judicial decision, permits greater indemnification, hold harmless or exoneration
rights or advancement of Expenses than would be afforded currently under the Articles or this Agreement, 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
Articles and Cayman Islands law permit the Company to purchase and maintain insurance or furnish similar protection or make other
arrangements including, but not limited to, providing a trust fund, letter of credit, or surety bond (“Indemnification
Arrangements”) on behalf of Indemnitee against any liability asserted against him or her or incurred by or on behalf
of him or her or in such capacity as a director, officer, employee or agent of the Company, or arising out of his or her status
as such, whether or not the Company would have the power to indemnify him or her against such liability under the provisions of
this Agreement, as it may then be in effect. The purchase, establishment, and maintenance of any such Indemnification Arrangement
shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as
expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way
limit or affect the rights and obligations of the Company or the other party or parties thereto under any such Indemnification
Arrangement.


 


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


 


(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, including with respect to any insurance. The Indemnitee
shall


 




    16 


    	 



    

execute all
papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to
enable the Company to bring suit to enforce such rights. No such payment by the Company shall be deemed to relieve any insurer
of its obligations.


 


(e)       The
Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was serving
at the request of the Company as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent
of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless or exoneration
payments or advancement of expenses from such Enterprise. Notwithstanding any other provision of this Agreement to the contrary
except for Section ‎0, xxvi) Indemnitee shall have
no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration, advancement, contribution
or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s satisfaction and
performance of all its obligations under this Agreement, and xxvii) the Company shall perform fully its obligations under this
Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless,
exoneration, contribution or insurance coverage rights against any person or entity other than the Company.


 


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


 


17.       DURATION
OF AGREEMENT. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee serves
as a director or officer of the Company or as a director, officer, trustee, partner, manager, managing member, fiduciary, employee
or agent of any other company, corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which
Indemnitee serves at the request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible
Proceeding (including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section ‎0
of this Agreement) by reason of his or her Corporate Status, whether or not he or she is acting in any such capacity at the time
any liability or expense is incurred for which indemnification or advancement can be provided under this Agreement.


 


18.       SEVERABILITY.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever:
b) 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; c) such provision or provisions shall be deemed reformed to the extent necessary to conform
to applicable law


 




    17 


    	 



    

and the Articles
to give the maximum effect to the intent of the parties hereto; and d) to the fullest extent possible, the provisions of this
Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any
such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed
so as to give effect to the intent manifested thereby.


 


19.       ENFORCEMENT
AND BINDING EFFECT.


 


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


 


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


 


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


 


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


 


(e)       The
Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate,
impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the
parties hereto agree that Indemnitee may, to the fullest extent permitted by law, enforce this Agreement by seeking, among other
things, injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm


 




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and that by
seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief
to which he or she may be entitled. The Company and Indemnitee further agree that Indemnitee shall, to the fullest extent permitted
by law, be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions
and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges
that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by a court of competent jurisdiction, and
the Company hereby waives any such requirement of such a bond or undertaking to the fullest extent permitted by law.


 


20.       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.


 


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


 


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


 


(b)       If
to the Company, to:


 


Jeneration Acquisition Corporation


Suite 6901-06, 69/F,


Two International Finance Centre,


8 Finance Street, Central, Hong
Kong


Attention: Amie Tang, General
Counsel


 


With a copy, which shall not
constitute notice, to


 


Davis Polk & Wardwell LLP


18th Floor, The Hong Kong Club
Building


3A Chater Road, Central, Hong
Kong


Attn: James C. Lin, Esq.


 


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


 




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22.       APPLICABLE
LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed
and enforced in accordance with, the laws of the State of New York, without regard to its conflict of laws rules. Except with
respect to any arbitration commenced by Indemnitee pursuant to Section ‎a)xv)
of this Agreement, to the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally:
e) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the New York
Court and not in any other state or federal court in the United States of America or any court in any other country; f) consent
to submit to the exclusive jurisdiction of the New York Court for purposes of any action or proceeding arising out of or in connection
with this Agreement; g) waive any objection to the laying of venue of any such action or proceeding in the New York Court; and
h) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the New York 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 ‎0 or in such other
manner as may be permitted by law, shall be valid and sufficient service thereof.


 


23.       IDENTICAL
COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all
of which together shall constitute one instrument. Delivery of this Agreement by one party to the other may be made by facsimile,
electronic mail (including any electronic signature complying with the New York Electronic Signatures and Records Act (N.Y. State
Tech. §§ 301-309), as amended from time to time, or other applicable law) or other transmission method, and the parties
hereto agree that any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective
for all purposes.


 


24.       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.


 


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


 


26.       ADDITIONAL
ACTS. If for the validation of any of the provisions in this Agreement any act, resolution, approval or other procedure is
required to the fullest extent permitted by law, the Company undertakes to cause such act, resolution, approval


 




    20 


    	 



    

or other procedure
to be affected or adopted in a manner that will enable the Company to fulfill its obligations under this Agreement.


 


27.       WAIVER
OF CLAIMS TO TRUST ACCOUNT. Indemnitee hereby agrees that he or she does not have any right, title, interest or claim of any
kind (each, a “Claim”) in or to any monies in the trust account established in connection with the Company’s
initial public offering for the benefit of the Company and holders of shares issued in such offering, and hereby waives any Claim
he or she may have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse
against such trust account for any reason whatsoever. Accordingly, Indemnitee acknowledges and agrees that any indemnification
provided hereto will only be able to be satisfied by the Company if (i) the Company has sufficient funds outside of the trust
account to satisfy its obligations hereunder or (ii) the Company consummates an initial business combination.


 


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


 


[Signature
Page Follows]


 




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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.


 


	 	JENERATION ACQUISITION CORPORATION
	 	 
	 	 
	 	By:	 
	 	 	Name:Hainan (Jason) Tan
	 	 	Title:Chief Executive Officer


 


	 	INDEMNITEE
	 	 
	 	 
	 	 	 
	 	 	Name:
	 	 	Address for notices:




 






    [Signature page - Indemnity Agreement]