Exhibit
10.8


 


INDEMNIFICATION
AGREEMENT


 


This
Indemnification Agreement (“Agreement”) is made and entered into as of this [__] day of [______], 2021,
by and between WinVest Acquisition Corp., a Delaware corporation (the “Company”), and [__] (“Indemnitee”).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 



     


    




 


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


 


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


 


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


 


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


 


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


 


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


 




    	 



     


    




 


9.
Indemnification Procedures.


 


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


 


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


 


(c)
Request for Advancement; Request for Indemnification.


 


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


 


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


 




    	 



     


    




 


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


 


(e)
Independent Counsel. In the event Indemnitee requests that the Determination be made by Independent Counsel pursuant to Section
9(d) of this Agreement, the Independent Counsel shall be selected as provided in this Section 9(e). The Independent Counsel
shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors, in which event
the Board of Directors shall make such selection on behalf of the Company, subject to the remaining provisions of this Section 9(e)),
and Indemnitee or the Company, as the case may be, shall give written notice to the other, advising the Company or Indemnitee of the
identity of the Independent Counsel so selected. The Company or Indemnitee, as the case may be, may, within five (5) days after such
written notice of selection shall have been received, deliver to Indemnitee or the Company, as the case may be, a written objection to
such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel
so selected does not meet the requirements of “Independent Counsel” as defined in Section 15 of this Agreement, and
the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person
so selected shall act as Independent Counsel. If a written objection is so made and substantiated, the Independent Counsel so selected
may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined
that such objection is without merit. If, within ten (10) days after submission by Indemnitee of a written request for indemnification
pursuant to Section 9(c)(ii) of this Agreement and after a request for the appointment of Independent Counsel has been made, no
Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent
jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of
Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the
court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent
Counsel under Section 9(d) of this Agreement. Upon the due commencement of any judicial proceeding or arbitration pursuant to
Section 9(f) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity
(subject to the applicable standards of professional conduct then prevailing). Any expenses incurred by or in connection with the appointment
of Independent Counsel shall be borne by the Company (irrespective of the Determination of Indemnitee’s entitlement to indemnification)
and not by Indemnitee.


 




    	 



     


    




 


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


 


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


 


(i)
it will be presumed that Indemnitee is entitled to indemnification under this Agreement (notwithstanding any Adverse Determination),
and the Company or any other person or entity challenging such right will have the burden of proof to overcome that presumption in connection
with the making by any person, persons or entity of any determination contrary to that presumption;


 


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


 


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


 


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


 


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


 




    	 



     


    




 


10.
Remedies of Indemnitee.


 


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


 


(b)
In the event that a determination shall have been made pursuant to Section 9(d) of this Agreement that Indemnitee is not entitled
to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 10 shall be conducted in all respects
as a de novo trial, or arbitration, on the merits, in which (i) Indemnitee shall not be prejudiced by reason of that adverse determination,
and (ii) the Company shall bear the burden of establishing that Indemnitee is not entitled to indemnification.


 


(c)
If a determination shall have been made pursuant to Section 9(d) of this Agreement that Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 10,
absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement
not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable
law.


 


(d)
The Company shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration
commenced pursuant to this Section 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable
and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.


 


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


 


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


 


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


 




    	 



     


    




 


(b)
The Company shall not be liable to pay or advance to Indemnitee any amounts otherwise indemnifiable under this Agreement or under any
other indemnification agreement if and to the extent that Indemnitee has otherwise actually received such payment under any insurance
policy, contract, agreement or otherwise; provided, however, that (i) the Company hereby agrees that it is the indemnitor
of first resort under this Agreement and under any other indemnification agreement (i.e., its obligations to Indemnitee under this Agreement
or any other agreement or undertaking to provide advancement and/or indemnification to Indemnitee are primary.


 


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


 


(d)
No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under
this Agreement in respect of any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment,
alteration or repeal. To the extent that a change in the General Corporation Law of the State of Delaware (or other applicable law),
whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently
under the Certificate of Incorporation or Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee enjoy by
this Agreement the greater benefits so afforded by such change. The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other right or remedy.


 


12.
Waiver of Claims to Trust Account. Notwithstanding anything contained herein to the contrary, Indemnitee hereby agrees that Indemnitee
does not have any right, title, interest or claim of any kind 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 securities issued in such offering, and hereby
waives any right, title, interest or claim of any kind in Indemnitee 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 under this Agreement will only be able to be satisfied by the Company if (a) the Company
has sufficient funds outside of the trust account to satisfy its obligations under this Agreement or (b) the Company consummates an initial
business combination.


 


13.
Employment Rights; Successors; Third Party Beneficiaries.


 


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


 


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


 


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


 




    	 



     


    




 


14.
Definitions. For purposes of this Agreement:


 


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


 


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


 


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


 


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


 


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


 


(f)
“Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in
respect of which indemnification is sought by Indemnitee and does not otherwise have an interest materially adverse to any interest of
the Indemnitee.


 


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


 


(h)
“Independent Counsel” means, at any time, any law firm, or a member of a law firm, that (a) is experienced
in matters of corporation law and (b) is not, at such time, or has not been in the five years prior to such time, retained to represent:
(i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under
this Agreement, or of other indemnities under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise
to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include
any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing
either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay
the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all
Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto and to be jointly
and severally liable therefor.


 




    	 



     


    




 


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


 


(j)
“Sponsor” means WinVest SPAC LLC.


 


15.
Construction. Whenever required by the context, as used in this Agreement the singular number shall include the plural, the plural
shall include the singular, and all words herein in any gender shall be deemed to include (as appropriate) all genders.


 


16.
Reliance. The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed
on it hereby in order to induce Indemnitee to serve as a director and/or an officer of the Company, and the Company acknowledges that
Indemnitee is relying upon this Agreement in serving as a director and/or an officer of the Company.


 


17.
Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in a writing
identified as such by all of the parties hereto. Except as otherwise expressly provided herein, the rights of a party hereunder (including
the right to enforce the obligations hereunder of the other parties) may be waived only with the written consent of such party, and no
waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether
or not similar) nor shall such waiver constitute a continuing waiver.


 


18.
Notice Mechanics. All notices, requests, demands or other communications hereunder shall be in writing and shall be deemed to
have been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall have been
directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is
so mailed:


 


(a)
If to Indemnitee to:


 


[______________]


[______________]


 


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


 


     with
a copy to:


 


[outside
counsel]


 


(b)
If to the Company, to:


 


WinVest
Acquisition Corp.


125
Cambridgepark Drive, Suite 301


Cambridge,
MA 02140


Attn:
Manish Jhunjhunwala


Email:
manish@trefis.com


 









    	 



     


    

 



     with a copy to:


 


Haynes
and Boone, LLP


30
Rockefeller Plaza, 26th Floor


New
York, NY 10112


Attention:
Rick A. Werner; Matthew L. Fry


Email:
rick.werner@haynesboone.com; matt.fry@haynesboone.com








 


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


 


19.
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is
unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount
incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for reasonably
incurred Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed
fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by
the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative
fault of the Company (and its other directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or
transaction(s).


 


20.
Governing Law; Submission to Jurisdiction; Appointment of Agent for Service of Process. This Agreement and the legal relations
among the parties shall, to the fullest extent permitted by law, be governed by, and construed and enforced in accordance with, the laws
of the State of Delaware, without regard to its conflict of laws rules. The Company and Indemnitee hereby irrevocably and unconditionally
(i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Court of Chancery
of the State of Delaware (the “Delaware Court”), and not in any other state or federal court in the United
States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes
of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of
any such action or proceeding in the Delaware Court, and (iv) waive, and agree not to plead or to make, any claim that any such action
or proceeding brought in the Delaware Court has been brought in an improper or otherwise inconvenient forum.


 


21.
Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute
part of this Agreement or to affect the construction thereof.


 


22.
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be
an original but all of which together shall constitute one and the same Agreement.


 


[Remainder
of Page Intentionally Blank]


 




    	 



     


    

 


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


 


	Company:	WinVest Acquisition Corp.
	 	 
	 	By:	 
	 	Name: 	Manish Jhunjhunwala
	 	Title: 	Chief Executive Officer
	 	 	 
	Indemnitee:	 
	 	Name: 	[__]


 


Signature
Page to Indemnification Agreement