Exhibit
10.8


 


Execution Version


 


INDEMNITY
AGREEMENT


 


THIS
INDEMNITY AGREEMENT (this “Agreement”) is made as of September 9, 2021.


 


Between:


 


		(1)	SilverSPAC
    Inc.,
    an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman,
    KY1-1104, Cayman Islands (the “Company”); and


 


		(2)	David Z. Hirsh (“Indemnitee”).


 


Whereas:


 


		(A)	The Company is contemplating
    an initial public offering;


 


		(B)	Highly
    competent persons have become more reluctant to serve publicly-held companies 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 companies;


 


		(C)	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 any of its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and
    widespread practice among publicly traded companies and other business enterprises, the Company believes that, given current market
    conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the
    same time, directors, officers and other persons in service to companies or business enterprises are being increasingly subjected
    to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only
    against the Company or business enterprise itself. 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. The Articles expressly
    provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered
    into between the Company and members of the board of directors, officers and other persons with respect to indemnification, hold
    harmless, exoneration, advancement and reimbursement rights;


 


		(D)	The uncertainties
    relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;


 


		(E)	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;


 



     


     


    

 


		(F)	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 and the Articles so that they will
    serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;


 


		(G)	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;


 


		(H)	Indemnitee
    may not be willing to serve as an officer or director, advisor or in another capacity without adequate protection, and the Company
    desires Indemnitee to serve in such capacity. 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 Indemnitee be so indemnified; and


 


NOW,
THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement
dated as of September 9, 2021 between the Company, Indemnitee and other parties thereto, the Company and Indemnitee do hereby covenant
and agree as follows:


 


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 in any other capacity of the Company, as applicable, for so long as Indemnitee is duly elected, appointed or
retained or until Indemnitee tenders Indemnitee’s 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 ‎17. 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:


 


		2.1	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, advisor, 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.


 


		2.2	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.


 



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		2.3	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:


 


	 	(a)	Acquisition
    of Shares by Third Party. Other than an affiliate of SILVERspac Sponsor LLC, 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 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
    (c) of this definition;


 


	 	(b)	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
    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;


 


	 	(c)	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: (1) 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 fifty-one percent (51%) 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; (2) other than an
    affiliate of SILVERspac Sponsor LLC, no Person (excluding any company or corporation resulting from such Business Combination) is
    the Beneficial Owner, directly or indirectly, of fifteen percent (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 (3) 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;


 


	 	(d)	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


 


	 	(e)	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 a response to any similar item on any similar schedule or form) promulgated under the Exchange Act, whether
    or not the Company is then subject to such reporting requirement.


 



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		2.4	“Corporate
    Status” describes the status of a person who is or was a director, director nominee, 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.


 


		2.5	“Delaware Court”
    shall mean the Court of Chancery of the State of Delaware.


 


		2.6	“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.


 


		2.7	“Enterprise”
    shall mean the Company and any other company, corporation, constituent corporation (including any constituent of a constituent) absorbed
    in a merger or consolidation 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, manager, managing member, fiduciary, employee or agent.


 


		2.8	“Exchange Act”
    shall mean the Securities Exchange Act of 1934, as amended.


 


		2.9	“Expenses”
    shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all
    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, including reasonable compensation for time spent by Indemnitee for which Indemnitee
    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, 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.


 


		2.10	“Independent
    Counsel” shall mean a law firm or a member of a law firm with significant experience in matters of corporate law and neither
    presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to
    either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar
    indemnification agreements); or (ii) any other party to the Proceeding 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.


 


		2.11	References
    to “fines” shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan; references
    to “serving at the request of the Company” shall include any service as a director, officer, employee, agent or
    fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with
    respect to an employee benefit plan, its participants or beneficiaries; 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.


 


		2.12	The term
    “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect on the
    date hereof; provided, however, that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries (as defined
    below) of the Company; (iii) any employment benefit plan of the Company or of a Subsidiary of the Company or of any 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 (iv) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a Subsidiary
    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.


 


		2.13	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, director nominee or officer of the Company, by reason of any
    action (or failure to act) taken by Indemnitee or of any action (or failure to act) on Indemnitee’s part while acting as a
    director, director nominee or officer of the Company, or by reason of the fact that Indemnitee is or was serving at the request of
    the Company as a director, officer, trustee, general partner, manager, 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.


 


		2.14	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.


 



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		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 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as
a witness, deponent or otherwise) in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment
in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 3, 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, fines, penalties and amounts
paid in settlement) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding
or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not
opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that Indemnitee’s
conduct was unlawful.


 


		4	INDEMNITY IN PROCEEDINGS
    BY OR IN THE RIGHT OF THE COMPANY


 


To
the fullest extent permitted by applicable law and the Articles, the Company shall indemnify, hold harmless and exonerate Indemnitee
in accordance with the provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as
a witness, deponent or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of
Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee shall be indemnified, held harmless and exonerated against
all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any
claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed
to the best interests of the Company. No indemnification, hold harmless or exoneration for Expenses shall be made under this Section
4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company,
unless and only to the extent that any court in which the Proceeding was brought or the Delaware 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, but subject to Section 27, 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
Articles, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection
therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more
but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law
and the Articles, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by Indemnitee
or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly successful
in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law 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 5 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, but subject to Section 27, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate
Status, a witness or deponent in any Proceeding to which Indemnitee is not a party or threatened to be made a party, Indemnitee 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 Indemnitee or on Indemnitee’s behalf in connection therewith.


 



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		7	ADDITIONAL INDEMNIFICATION,
    HOLD HARMLESS AND EXONERATION RIGHTS


 


		7.1	Notwithstanding
    any limitation in Section 3, 4, or 5, and subject to Section 27, 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 7.1 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duties 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
    applicable law.


 


		7.2	Notwithstanding
    any limitation in Section 3, 4, 5 or 7.1, and subject to Section 27, 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.


 


		8	CONTRIBUTION IN THE EVENT
    OF JOINT LIABILITY


 


		8.1	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 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.


 


		8.2	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.


 


		8.3	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


 


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 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law;
    or


 


	 	(c)	prior
    to a Change in Control, other than as provided in Sections 14.5 and 14.6 hereof, 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 (i) the Board authorized the Proceeding (or any part
    of any Proceeding) prior to its initiation or (ii) 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.


 



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		10	ADVANCES OF EXPENSES; DEFENSE
    OF CLAIM


 


		10.1	Notwithstanding
    any provision of this Agreement to the contrary, but subject to Section 27, and to the fullest extent not prohibited by applicable
    law or 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 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, 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 advance 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 10.1 shall not apply to any claim made
    by Indemnitee for which an indemnification, hold harmless or exoneration payment is excluded pursuant to Section 9.


 


		10.2	The Company will be entitled
    to participate in the Proceeding at its own expense.


 


		10.3	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


 


		11.1	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 or matter 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.


 


		11.2	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 Indemnitee’s
    sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification
    shall be determined according to Section 12.1 of this Agreement.


 



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		12	PROCEDURE UPON APPLICATION
    FOR INDEMNIFICATION


 


		12.1	A determination,
    if required by applicable law, 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: (i) by a majority vote of the Disinterested Directors,
    even though less than a quorum of the Board (ii) by Independent Counsel in a written opinion to the Board, a copy of which shall
    be delivered to Indemnitee; or (iii) by vote of the shareholders by ordinary resolution. The Company will promptly 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 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.


 


		12.2	In the
    event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12.1 hereof, the
    Independent Counsel shall be selected as provided in this Section 12.2. 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 2 of this Agreement. If the Independent Counsel is selected by the Board,
    the Company shall give written notice to Indemnitee advising Indemnitee 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
    2 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 in Section 2 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 11.2 hereof, no Independent Counsel shall have been selected and not objected to, either
    the Company or Indemnitee may petition the Delaware 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 Delaware 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 12.1 hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant
    to Section 14.1 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).


 


		12.3	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.


 



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		13	PRESUMPTIONS AND EFFECT
    OF CERTAIN PROCEEDINGS


 


		13.1	In making
    a determination with respect to 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 11.2 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 its 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 its 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.


 


		13.2	If the
    person, persons or entity empowered or selected under Section 12 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 be deemed to have been made and Indemnitee shall, to the fullest
    extent permitted by applicable law and the Articles, 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 final judicial determination that any or all such indemnification is expressly
    prohibited under applicable law; 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.


 


		13.3	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 Indemnitee
    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 Indemnitee’s conduct was unlawful.


 


		13.4	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, managers, managing members, or officers 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 or on information or records given or reports made to the Enterprise, its Board, any committee of the Board or any director,
    trustee, general partner, manager or managing member 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 13.4 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.


 


		13.5	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.


 



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		14	REMEDIES OF INDEMNITEE


 


		14.1	In the
    event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification
    under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable law and the Articles, is not timely
    made pursuant to Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant
    to Section 12.1 of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, (iv) payment
    of indemnification is not made pursuant to Sections 5, 6, 7 or the last sentence of Section 12.1 of this Agreement within ten (10)
    days after receipt by the Company of a written request therefor, (v) a contribution payment is not made in a timely manner pursuant
    to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3 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 (vii) payment to Indemnitee pursuant
    to any hold harmless or exoneration rights under this Agreement or otherwise is not made within ten (10) days after receipt by the
    Company of a written request therefor, Indemnitee shall be entitled to an adjudication by the Delaware Court to such indemnification,
    hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee, at Indemnitee’s option, may seek
    an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules and Mediation Procedures
    of the American Arbitration Association. Except as set forth herein, the provisions of Delaware 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.


 


		14.2	In the
    event that a determination shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee is not entitled to indemnification,
    any judicial proceeding or arbitration commenced pursuant to this Section 14 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. In any judicial proceeding
    or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to be indemnified, held harmless,
    exonerated and to receive advances 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 advances of Expenses, as the case may be, and the Company
    may not refer to or introduce into evidence any determination pursuant to Section 12.1 of this Agreement adverse to Indemnitee for
    any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee shall not be required
    to reimburse the Company for any advances pursuant to Section 10 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).


 


		14.3	If a determination
    shall have been made pursuant to Section 12.1 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 14, 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.


 


		14.4	The Company
    shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 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.


 


		14.5	The Company
    shall indemnify and hold harmless Indemnitee to the fullest extent permitted by applicable law and the Articles 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 (i) to enforce Indemnitee’s 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 (ii) 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).


 


		14.6	Interest
    shall be paid by the Company to Indemnitee at a rate to be agreed between the Company and Indemnitee for amounts which the Company
    indemnifies, holds harmless or exonerates, or is obliged to indemnify, hold harmless or exonerate 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.


 



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		15	SECURITY


 


Notwithstanding
anything herein to the contrary, but subject to Section 27, 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


 


		16.1	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) arising
    out of, or related to, any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment,
    alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial decision, permits greater indemnification,
    hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Articles or this Agreement,
    then this Agreement (without any further action by the parties hereto) shall automatically be deemed to be amended to require that
    the Company indemnify Indemnitee to the fullest extent permitted by law. 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.


 


		16.2	The Articles
    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 Indemnitee or incurred by or on behalf of Indemnitee or in such capacity as
    a director, officer, employee or agent of the Company, or arising out of Indemnitee’s status as such, whether or not the Company
    would have the power to indemnify Indemnitee against such liability under the 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.


 


		16.3	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, manager, 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.


 


		16.4	In the
    event of any 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 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.


 


		16.5	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, but subject to Section 27,
    (i) 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 (ii) the Company shall perform fully its obligations
    under this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold
    harmless, exoneration, contribution or insurance coverage rights against any person or entity other than the Company.


 



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		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 14 of this Agreement) by reason of Indemnitee’s Corporate
Status, whether or not Indemnitee is acting in any such capacity at the time any liability or expense is incurred for which indemnification
or advancement can be provided under this Agreement.


 


		18	SEVERABILITY


 


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


 


		19	ENFORCEMENT AND BINDING
    EFFECT


 


		19.1	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.


 


		19.2	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.


 


		19.3	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 Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators and
    other legal representatives.


 


		19.4	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.


 


		19.5	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 enforce this Agreement by seeking, among other things, injunctive relief and/or specific performance hereof,
    without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance,
    Indemnitee shall not be precluded from seeking or obtaining any other relief to which Indemnitee may be entitled. The Company and
    Indemnitee further agree that Indemnitee shall 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.


 



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		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 received for by the party to whom said notice or other communication shall have been directed, on such delivery,
(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, or (iii) if sent by electronic mail during normal business hours of the recipient, on such delivery, and if sent by electronic
mail not sent during normal business hours, then on the recipient’s next business day.


 


	 	(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:


 


SILVERspac
Inc.

7 World Trade Center, 10th Floor

250 Greenwich Street

New York, New York 10007

Attn: Chief Executive Officer

Email: charlie@silvertechventures.com



With copies, which shall not constitute notice, to:


 


Skadden,
Arps, Slate, Meagher & Flom LLP

525 University Avenue, Suite 1400

Palo Alto, California 94301

Attn: Gregg A. Noel, Esq.


 Michael
J. Schwartz, Esq.

Email: gregg.noel@skadden.com; michael.schwartz@skadden.com



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 Delaware. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement, the
Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection
with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America
or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action
or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action
or proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought
in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.


 


		23	IDENTICAL COUNTERPARTS


 


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


 


		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 (2) 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, the Company
undertakes to cause such act, resolution, approval or other procedure to be affected or adopted in a manner that will enable the Company
to fulfil its obligations under this Agreement.


 


		27	WAIVER OF CLAIMS TO TRUST
    ACCOUNT


 


Notwithstanding
anything contained herein to the contrary, Indemnitee hereby agrees that it 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 it
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.


 



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		28	INTERPRETATION


 


In
this Agreement:


 


	 	(a)	“written”
    and “in writing” include all modes of representing or reproducing words in visible form, including in the form of an
    Electronic Record;


 


	 	(b)	“shall” shall be
    construed as imperative and “may” shall be construed as permissive;


 


	 	(c)	references
    to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced;


 


	 	(d)	any phrase
    introduced by the terms “including”, “include”, “in particular” or any similar expression shall
    be construed as illustrative and shall not limit the sense of the words preceding those terms;


 


the
term “and/or” is used herein to mean both “and” as well as “or. ” The use of
“and/or” in certain contexts in no respects qualifies or modifies the use of the terms “and” or
“or” in others. The term “or” shall not be interpreted to be exclusive and the term “and” shall
not be interpreted to require the conjunctive (in each case, unless the context otherwise requires).


 


[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.


 


	 	By:	/s/
David Z. Hirsh
	 	 	Name:	David
Z. Hirsh
	 	 	Address: 	c/o
    7 World Trade Center, 10th Floor
	 	 	 	250
    Greenwich Street
	 	 	 	New
    York, New York 10007



 


	 	SILVERSPAC
    INC.
	 	 	 	 
	 	By:	/s/
Charles Federman
	 	 	Name: 	Charles
    Federman
	 	 	Title:	Chief
    Executive Officer


 


[Signature
Page to D&O’s Indemnity Agreements]