Exhibit 10.1


 


INDEMNIFICATION AGREEMENT


 


This INDEMNIFICATION AGREEMENT (this “Agreement”)
is made and effective as of [FULL DATE], by and between Affirm Holdings, Inc., a Delaware corporation (the “Company”),
and [NAME OF INDEMNITEE] (“Indemnitee”).


 


WHEREAS, it is essential to the Company to
retain and attract as directors and officers the most capable persons available;


 


WHEREAS, Indemnitee is a director or officer
of the Company;


 


WHEREAS, both the Company and Indemnitee recognize
the increased risk of litigation and other claims being asserted against directors and officers of public companies;


 


WHEREAS, the Company’s Amended and Restated
Certificate of Incorporation (“Certificate of Incorporation”) and Amended and Restated By-Laws (“By-Laws”)
require the Company to indemnify and advance expenses to its directors and officers to the extent provided therein, and Indemnitee
serves as a director or officer of the Company, in part, in reliance on such provisions in the Company’s Certificate of Incorporation
and By-Laws;


 


WHEREAS, the Company has determined that its
inability to retain and attract as directors and officers the most capable persons would be detrimental to the interests of the
Company and that Company therefore should seek to assure such persons that indemnification and insurance coverage will be available
in the future; and


 


WHEREAS, in recognition of Indemnitee’s
need for substantial protection against personal liability in order to enhance Indemnitee’s continued service to the Company
in an effective manner and Indemnitee’s reliance on the Certificate of Incorporation and By-Laws, and in part to provide
Indemnitee with specific contractual assurance that the protection promised by the Certificate of Incorporation and By-Laws will
be available to Indemnitee (regardless of, among other things, any amendment to or revocation of the applicable provisions of the
Certificate of Incorporation or By-Laws, any change in the composition of the governing bodies of the Board of Directors (as defined
below), or any acquisition transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification
of and the advancing of expenses to Indemnitee to the fullest extent (whether partial or complete) permitted by law and as set
forth in this Agreement, and, to the extent insurance is maintained, for the continued coverage of Indemnitee under the directors’
and officers’ liability insurance policy of the Company.


 






    	 	 	 



     


    

 


NOW, THEREFORE, in consideration of the premises
and of Indemnitee’s continuing to serve the Company directly on its behalf or at its request as an officer, director, manager,
member, partner, tax matters partner, fiduciary, or trustee of, or in any other capacity with, another Person (as defined below)
or any employee benefit plan, and intending to be legally bound hereby, the parties hereto agree as follows:


 


1.           Certain Definitions:


 


(a)            Change in Control: shall be deemed to have occurred if (i) any “person” (as such term is used in Sections
13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan
of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions
as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the total voting
power represented by the Company’s then outstanding Voting Securities, or (ii) during any period of two (2) consecutive years,
individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election
by the Board of Directors or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds
(2/3) 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 a majority thereof, or (iii) the stockholders of the
Company approve a merger or consolidation of the Company with any other entity, other than a merger or consolidation that would
result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into Voting Securities of the surviving entity) at least two-thirds (66.667%) of the total voting
power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or
consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the
sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s
assets.


 


(b)            Board of Directors: means the Board of Directors of the Company.


 


(c)            Claim: means any threatened, asserted, pending, or completed civil, criminal, administrative, investigative, or other
action, suit, or proceeding of any kind whatsoever, including any arbitration or other alternative dispute resolution mechanism,
or any appeal of any kind thereof, or any inquiry or investigation, whether instituted by the Company, any governmental agency,
or any other party, that Indemnitee in good faith believes might lead to the institution of any such action, suit, or proceeding,
whether civil, criminal, administrative, investigative, or other, including any arbitration or other alternative dispute resolution
mechanism.


 


(d)            DGCL: means the General Corporation Law of the State of Delaware.


 


(e)            Exchange Act: means the Securities Exchange Act of 1934, as amended.


 


(f)             ERISA: means the Employee Retirement Income Security Act of 1974, as amended.


 






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(g)            Expenses:
means all direct or indirect costs, expenses, and obligations, including attorneys’ fees, judgments, fines, penalties,
interest, appeal bonds, amounts paid in settlement with the approval of the Board of Directors, and counsel fees and
disbursements (including, without limitation, experts’ fees, court costs, retainers, appeal bond premiums, transcript
fees, duplicating, printing, and binding costs, as well as telecommunications, postage, and courier charges), paid or
incurred in connection with investigating, prosecuting, defending, being a witness in, or participating in (including on
appeal), or preparing to investigate, prosecute, defend, be a witness in, or participate in, any Claim relating to any
Indemnifiable Event, and shall include (without limitation) all attorneys’ fees and all other expenses incurred by or
on behalf of Indemnitee in connection with preparing and submitting any requests or statements for indemnification,
advancement, or any other right provided by this Agreement (including, without limitation, such fees or expenses incurred in
connection with legal proceedings contemplated by Section 2(d) hereof).


 


(h)            Indemnifiable Amounts: means (i) any and all liabilities, Expenses, damages, judgments, fines, penalties, ERISA excise
taxes, and amounts paid in settlement (including all interest, assessments, and other charges paid or payable in connection with
or in respect of such liabilities, Expenses, damages, judgments, fines, penalties, ERISA excise taxes, or amounts paid in settlement)
arising out of or resulting from any Claim relating to an Indemnifiable Event, (ii) any liability pursuant to a loan, guaranty
or otherwise, for any indebtedness of the Company or any subsidiary of the Company, including, without limitation, any indebtedness
that the Company or any subsidiary of the Company has assumed or taken subject to, and (iii) any liability that an Indemnitee incurs
as a result of acting on behalf of the Company (whether as a fiduciary or otherwise) in connection with the operation, administration,
or maintenance of an employee benefit plan or any related trust or funding mechanism (whether such liability is in the form of
an excise tax assessed by the United States Internal Revenue Service, a penalty assessed by the Department of Labor, restitution
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).


 


(i)             Indemnifiable Event: means any event or occurrence, whether occurring before, on, or after the date of this Agreement,
related to the fact that Indemnitee is or was a director or officer, employee, agent or fiduciary of the Company, or is or was
serving on behalf of the Company at the request of the Company as a director, officer, employee, manager, member, partner, tax
matter partner, trustee, agent, fiduciary, or similar capacity, of another corporation, limited liability company, partnership,
joint venture, employee benefit plan, trust, or other entity or enterprise, or by reason of act or omission by Indemnitee in any
such capacity (in all cases whether or not Indemnitee is acting or serving in any such capacity or has such status at the time
any Indemnifiable Amount is incurred for which indemnification, advancement or any other right can be provided by this Agreement).
The term “Company,” where the context requires when used in this Agreement, shall be construed to include such other
corporation, limited liability company, partnership, joint venture, employee benefit plan, trust, or other entity or enterprise.


 


(j)             Indemnitee-Related
Entity: means any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or
other enterprise (other than the Company or any other corporation, limited liability company, partnership, joint venture,
trust, employee benefit plan or other enterprise for which Indemnitee on behalf of the Company at the Company’s
request, is service as a director, officer, employee, or agent, which service is covered by the indemnity described in this
Agreement) from which an Indemnitee may be entitled to indemnification or advancement of Expenses with respect to which, in
whole or in part, the Company may also have an indemnification or advancement obligation (other than as a result of
obligations under an insurance policy).


 






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(k)            Independent Legal Counsel: means an attorney or firm of attorneys, selected pursuant to and in accordance with the
provisions of Section 3, who is experienced in matters of corporate law and who shall not have otherwise performed services for
the Company or Indemnitee within the last five (5) years (other than with respect to matters concerning the rights of Indemnitee
under this Agreement, or of other indemnitees under similar indemnity agreements).


 


(l)             Jointly Indemnifiable Claim:
means any Claim for which Indemnitee may be entitled to indemnification from both an Indemnitee-Related Entity and the Company
pursuant to applicable law, any indemnification agreement, or the certificate of incorporation, by-laws, partnership agreement,
operating agreement, certificate of formation, certificate of limited partnership, or comparable organizational documents of the
Company and such Indemnitee-Related Entity.


 


(m)           Person: means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust,
business association, organization, governmental entity, or other entity.


 


(n)            Reviewing Party: means any appropriate person or body consisting of a member or members of the Board of Directors
or any other person or body appointed by the Board of Directors who is not a party to the particular Claim for which Indemnitee
is seeking indemnification, or Independent Legal Counsel.


 


(o)            Voting Securities: means any securities of the Company that vote generally in the election of directors.


 


2.            Basic Indemnification Arrangement; Advancement of Expenses.


 


(a)            In the event that Indemnitee was, is or becomes subject to, a party to or witness or other participant in, or is threatened
to be made subject to, a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable
Event, the Company shall indemnify Indemnitee, or cause Indemnitee to be indemnified, to the fullest extent permitted by Delaware
law in effect on the date hereof and as amended from time to time; provided, however, that no change in Delaware
law shall have the effect of reducing the benefits available to Indemnitee hereunder based on Delaware law as in effect on the
date hereof or as such benefits may improve as a result of amendments to Delaware law that become effective after the date hereof.
The rights of Indemnitee provided in this Section 2 shall include, without limitation, the rights set forth in the other sections
of this Agreement. Payments of Indemnifiable Amounts shall be made as soon as practicable but in any event no later than thirty
(30) days after written demand is presented to the Company.


 






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(b)            If
so requested by Indemnitee, the Company shall advance, or cause to be advanced (within five (5) business days of such
request), any and all Expenses incurred by Indemnitee (an “Expense Advance”). The Company shall, in
accordance with such request (but without duplication), pay, or caused to be paid, such Expenses on behalf of Indemnitee,
unless Indemnitee shall have elected to pay such Expenses and have such Expenses reimbursed, in which case the Company shall
reimburse, or cause to be reimbursed, Indemnitee for such Expenses. To the fullest extent permitted by Delaware law,
Indemnitee’s right to an Expense Advance is absolute and shall not be subject to any prior determination by the
Reviewing Party that Indemnitee has satisfied any applicable standard of conduct for indemnification. Indemnitee hereby
undertakes to repay any amounts advanced (without interest) to the extent it is ultimately determined that Indemnitee is not
entitled under this Agreement to be indemnified by the Company in respect thereof. No other form of undertaking shall be
required of Indemnitee other than execution of this Agreement. If Indemnitee commences legal proceedings in a court of
competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, then Indemnitee
shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with
respect thereto.


 


(c)            Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification or advancement
of Expenses pursuant to this Agreement in connection with any Claim initiated by Indemnitee unless (i) the Company has joined in,
or the Board of Directors has authorized or consented to, the initiation of such Claim or (ii) the Claim is one to enforce Indemnitee’s
rights under this Agreement (including an action pursued by Indemnitee to secure a determination that Indemnitee should be indemnified
under applicable law).


 


(d)            Notwithstanding
the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the
Reviewing Party shall not have determined (in a written opinion, in any case in which the Independent Legal Counsel referred
to in Section 3 is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the
obligation of the Company to make an Expense Advance pursuant to Section 2(b) shall be subject to the condition that,
if, when, and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified
under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who, by execution of this Agreement,
hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that, if
Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a
determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that
Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be
required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto
(as to which all rights of appeal therefrom have been exhausted or lapsed). If there has not been a Change in Control, the
Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control (other than a
Change in Control that has been approved by a majority of the members of the Board of Directors who were directors
immediately prior to such Change in Control), the Reviewing Party shall be the Independent Legal Counsel referred to in
Section 3. If there has been no determination by the Reviewing Party, or if the Reviewing Party determines that Indemnitee
would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to
commence litigation in any court in the State of Delaware having subject matter jurisdiction thereof and in which venue is
proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any
aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to
appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the
Company and Indemnitee.


 






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3.            Change in Control. The Company agrees that, if there is a Change in Control of the Company (other than a Change in
Control which has been approved by a majority of the Board of Directors who were directors immediately prior to such Change in
Control), then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense
Advances under this Agreement or under any provision of the Certificate of Incorporation or By-Laws now or hereafter in effect
relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by
Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall
render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to
be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to
above and to indemnify fully such counsel against any and all expenses (including attorneys’ fees), claims, liabilities,
and damages arising out of or relating to this Agreement or its engagement pursuant hereto.


 


4.            Indemnification for Additional Expenses. The Company shall indemnify, or cause the indemnification of, Indemnitee
against any and all Expenses and, if requested by Indemnitee, shall advance such Expenses to Indemnitee, subject to and in accordance
with Section 2, which are incurred by Indemnitee in connection with any action brought by Indemnitee for (a) indemnification or
an Expense Advance by the Company under this Agreement or any other agreement or provision of the Certificate of Incorporation
or By-laws now or hereafter in effect relating to Claims for Indemnifiable Events and (b) recovery under any directors’ and
officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined
to be entitled to such indemnification, Expense Advance, or insurance recovery, as the case may be.


 


5.            Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the
Company for some or a portion of the Expenses or other Indemnifiable Amounts in respect of a Claim but not, however, for the entire
amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. Moreover,
notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise
in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein,
including dismissal without prejudice, Indemnitee shall be indemnified against all Expenses incurred in connection therewith.


 


6.            Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee
is entitled to be indemnified hereunder, the Reviewing Party, court, or other finder of fact or appropriate Person shall presume
that Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification, the burden of proof shall
be on the Company (or its representative) to establish by clear and convincing evidence that Indemnitee is not so entitled.


 






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7.             Reliance
as Safe Harbor. For purposes of this Agreement, and without creating any presumption as to a lack of good faith if the following
circumstances do not exist, Indemnitee shall be deemed to have acted in good faith and in a manner Indemnitee reasonably believed
to be in or not opposed to the best interests of the Company if Indemnitee’s actions or omissions to act are taken in good
faith reliance upon the records of the Company, including its financial statements, or upon information, opinions, reports, or
statements furnished to Indemnitee by the officers or employees of the Company or any of its subsidiaries in the course of their
duties, or by committees of the Board of Directors, or by any other Person (including legal counsel, accountants, and financial
advisors) as to matters Indemnitee reasonably believes are within such other Person’s professional or expert competence
and who has been selected with reasonable care by or on behalf of the Company. In addition, the knowledge and actions, or failures
to act, of any director, officer, agent, or employee of the Company shall not be imputed to Indemnitee for purposes of determining
the right to indemnity hereunder.


 


8.             No Other Presumptions. For purposes of this Agreement, the termination of any Claim by judgment, order, settlement
(whether with or without court approval), or conviction, or upon a plea of nolo contendere or its equivalent, shall not create
a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has
determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to
have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor
an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief,
prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified
under applicable law shall be a defense to Indemnitee’s claim or create a presumption that Indemnitee has not met any particular
standard of conduct or did not have any particular belief.


 


9.             Nonexclusivity, etc. The rights of the Indemnitee hereunder shall be in addition to any other rights Indemnitee may
have under the Certificate of Incorporation, the DGCL, or otherwise. To the extent that a change in the DGCL (whether by statute
or judicial decision) permits greater indemnification by agreement than would be afforded currently under the Certificate of Incorporation
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. To the extent that there is a conflict or inconsistency between the terms of this Agreement and the Certificate
of Incorporation or By-Laws, it is the intent of the parties hereto that Indemnitee shall enjoy the greater benefits regardless
of whether contained herein or in the Certificate of Incorporation or By-Laws. No amendment or alteration of the Certificate of
Incorporation or By-Laws or any other agreement shall adversely affect the rights provided to Indemnitee under this Agreement.


 


10.           Liability
Insurance. To the extent the Company maintains an insurance policy or policies providing directors’ and
officers’ liability insurance, 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 Company director or officer. If the Company has such insurance
in effect at the time the Company receives from Indemnitee any notice of the commencement of an action, suit, or proceeding,
the Company shall give prompt notice of the commencement of such action, suit, or proceeding to the insurers in accordance
with the procedures set forth in the applicable policy. 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 policy.


 






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11.          Termination of Prior Agreements. This Agreement terminates and supersedes any prior agreements and understandings
between the parties with respect to indemnification.


 


12.          Amendments, etc. No supplement, modification, or amendment of this Agreement shall be binding unless executed in
writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute
a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver.


 


13.          Subrogation. Subject to Section 15, in the event of payment under this Agreement, the Company shall be subrogated
to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do
everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company
effectively to bring suit to enforce such rights. The Company shall pay or reimburse all Expenses actually and reasonably incurred
by Indemnitee in connection with such subrogation.


 


14.          No Duplication of Payments. Subject to Section 15, the Company shall not be liable under this Agreement to make any
payment in connection with any Claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under
any insurance policy or any provision of the Certificate of Incorporation or By-law or otherwise) of the amounts otherwise indemnifiable
hereunder.


 


15.          Jointly
Indemnifiable Claims. Given that certain Jointly Indemnifiable Claims may arise as a result of the relationship between
the Indemnitee-Related Entities and the Company and the service of Indemnitee as a director or officer of the Company at the
request of the Indemnitee-Related Entities, the Company acknowledges and agrees that the Company shall be fully and primarily
responsible for the payment to Indemnitee in respect of indemnification and advancement of expenses in connection with any
such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right
of recovery Indemnitee may have from the Indemnitee-Related Entities. Under no circumstance shall the Company be entitled to
any right of subrogation or contribution by the Indemnitee-Related Entities, and no right of recovery Indemnitee may have
from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of Indemnitee or the obligations of the
Company hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to Indemnitee in respect
of indemnification or advancement of expenses with respect to any Jointly Indemnifiable Claim, the Indemnitee-Related Entity
making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee against
the Company, and Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably
necessary to secure such rights, including the execution of such documents as may be necessary to enable the
Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each of the Indemnitee-Related Entities shall
be third-party beneficiaries with respect to this Section 15, entitled to enforce this Section 15 against the Company as
though each such Indemnitee-Related Entity were a party to this Agreement.


 






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16.         Notification and Defense of Claims.


 


(a)            Indemnitee shall notify the Company in writing as soon as practicable of any Claim that could relate to an Indemnifiable
Event or for which Indemnitee could seek Expense Advances, including a brief description (based upon information then available
to Indemnitee) of the nature of, and the facts underlying, such Claim. The failure by Indemnitee to timely notify the Company hereunder
shall not relieve the Company from any liability hereunder unless the Company’s ability to participate in the defense of
such claim was materially and adversely affected by such failure, except that the Company shall not be liable to indemnify Indemnitee
under this Agreement with respect to any judicial award in a Claim related to an Indemnifiable Event if the Company was not given
a reasonable and timely opportunity to participate at its expense in the defense of such action.


 


(b)            The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event or to assume
the defense thereof, with counsel reasonably satisfactory to Indemnitee; provided that, if Indemnitee believes, after consultation
with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such
counsel with an actual or potential conflict of interest, (b) the named parties in any such Claim (including any impleaded parties)
include the Company or any subsidiary of the Company, on the one hand, and Indemnitee, on the other hand, and Indemnitee concludes,
after consultation with counsel selected by Indemnitee, that there may be one or more legal defenses available to him that are
different from or in addition to those available to the Company or any subsidiary of the Company, or (c) any such representation
by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall
be entitled to retain separate counsel (but not more than one law firm, plus, if applicable, local counsel in respect of any particular
Claim) at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid
in settlement of any Claim relating to an Indemnifiable Event effected without the Company’s prior written consent. The Company
shall not, without the prior written consent of Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event
to which Indemnitee is or could have been a party unless such settlement involves solely the payment of money and includes a complete
and unconditional release of Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the
Company nor Indemnitee shall unreasonably withhold, condition, or delay its or his consent to any proposed settlement; provided
that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.


 


17.         Binding
Effect, etc. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto
and their respective successors, assigns (including any direct or indirect successor by purchase, merger, consolidation or
otherwise to all or substantially all of the business or assets of the Company), spouses, heirs, executors, and personal and
legal representatives. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as an
officer or director of the Company or of any other enterprise at the Company’s request. The Company shall require and
cause any successor (whether direct or indirect by purchase, merger, consolidation, or otherwise) to all or substantially all
of the business or assets of the Company and its subsidiaries (on a consolidated basis), by written agreement in form and
substance satisfactory to Indemnitee and Indemnitee’s counsel, 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.


 






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18.         Severability.
The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within
a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, illegal, void, or otherwise
unenforceable in any respect, and the validity and enforceability of any such provision in every other respect and of the remaining
provisions hereof shall not be in any way impaired and shall remain enforceable to the fullest extent permitted by law.


 


19.         Notices. All notices, requests, consents, and other communications hereunder to any party shall be deemed to be sufficient
if contained in a written document delivered in person or sent by e-mail or other electronic transmission, nationally recognized
overnight courier, or personal delivery, addressed to such party at the address set forth below or such other address as may hereafter
be designated on the signature pages of this Agreement or in writing by such party to the other party:


 


(a)          If to the Company, to:


 


Affirm Holdings, Inc.


650 California Street


San Francisco, CA 94108


E-mail:


Attn:


 


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


 


Skadden, Arps, Slate, Meagher & Flom LLP


525 University Avenue


Palo Alto, California 94301


Email: Gregg.Noel@skadden.com and Michelle.Gasaway@skadden.com


Attn: Gregg Noel and Michelle Gasaway


 


(b)          If to Indemnitee, to the address set forth on the signature page hereof.


 


All such notices, requests, consents, and other communications
shall be deemed to have been given or made if and when received (including by overnight courier) by the parties at the above addresses,
sent by electronic transmission (including e-mail) to the e-mail addresses specified above (or at such other address, e-mail address
for a party as shall be specified by like notice). Any notice delivered by any party hereto to any other party hereto shall also
be delivered to each other party hereto simultaneously with delivery to the first party receiving such notice.


 


20.         Headings. The headings of the sections and 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 or interpretation thereof.


 






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21.          Counterparts.
This Agreement may be executed in 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 need be produced to evidence the existence of this Agreement.


 


22.          Specific Performance. The parties recognize that if any provision of this Agreement is violated by the parties hereto,
Indemnitee may be without an adequate remedy at law. Accordingly, in the event of any such violation, Indemnitee shall be entitled,
if Indemnitee so elects, to institute proceedings, either at law or in equity, to obtain damages, to enforce specific performance,
to enjoin such violation, or to obtain any relief or any combination of the foregoing as Indemnitee may elect to pursue.


 


23.          Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the
State of Delaware applicable to contracts made and to be performed in such state without giving effect to the principles of conflicts
of laws.


 






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


 





	 	AFFIRM HOLDINGS, INC.
	 	 	 
	 	By	 
	 	 	            
	 	          
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	[Indemnitee]
	 	[ADDRESS]



 


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