Exhibit 10.8


 


FORM OF


INDEMNITY AGREEMENT


 


THIS INDEMNITY AGREEMENT (this “Agreement”) is made as
of [______ __], 2021, by and between Sanaby Health Acquisition Corp. I, a Delaware corporation (the “Company”), and (“Indemnitee”).


 


RECITALS


 


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


 


WHEREAS, the Board of Directors of the Company (the “Board”)
has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at
its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. Although the
furnishing of such insurance has been a customary and widespread practice among United States-based corporations 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 corporations 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 Certificate of Incorporation
(the “Charter”) and the Bylaws (the “Bylaws”) of the Company require indemnification
of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to applicable provisions of
the Delaware General Corporation Law (“DGCL”). The Charter, Bylaws and the DGCL expressly provide that the indemnification
provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members
of the Board, officers and other persons with respect to indemnification, hold harmless, exoneration, advancement and reimbursement rights;


 


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


 


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


 


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


 


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


 


WHEREAS, 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 [______ __], 2021, the Company and Indemnitee do hereby
covenant and agree as follows:





 






     


     


    

 


TERMS AND CONDITIONS


 


1. SERVICES TO THE COMPANY Indemnitee will serve or continue
to serve as an officer, director, advisor, key employee or any other capacity of the Company, as applicable, for so long as Indemnitee
is duly elected or appointed or retained or until Indemnitee tenders 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:


 


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


 


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


 


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


 


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


 


(ii) Change in Board of Directors. Individuals who, as of the
date hereof, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s
stockholders 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 for nomination for election was previously so approved (collectively, the “Continuing Directors”),
cease for any reason to constitute at least a majority of the members of the Board;


 


(iii) Corporate Transactions. The
effective date of a merger, capital stock exchange, asset acquisition, stock 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 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 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 (as defined below)) 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 the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the
Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to
vote generally in the election of directors of the surviving 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 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;


 






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(iv) Liquidation. The approval by the stockholders 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
stockholder approval is not required, the decision by the Board to proceed with such a liquidation, sale, or disposition in one transaction
or a series of related transactions); or


 


(v) Other Events. There occurs any other event of a nature that
would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or any successor rule) (or a response to
any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether or not the Company is
then subject to such reporting requirement.


 


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


 


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


 


(f) “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.


 


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


 


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


 


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


 


(j) 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.


 


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


 






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


 


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


 


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


 


3. INDEMNITY IN THIRD-PARTY PROCEEDINGS. To the fullest extent
permitted by applicable law, the Company shall indemnify, 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, liabilities, fines, penalties and amounts paid in settlement) actually,
and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter
therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests
of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful;
provided, in no event shall Indemnitee be entitled to be indemnified, held harmless or advanced any amounts hereunder in respect of any
Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (if any) that Indemnitee may incur by reason of his
or her own actual fraud or intentional misconduct. Indemnitee shall not be found to have committed actual fraud or intentional misconduct
for any purpose of this Agreement unless or until a court of competent jurisdiction shall have made a finding to that effect.


 


4. INDEMNITY IN PROCEEDINGS BY OR IN THE
RIGHT OF THE COMPANY. To the fullest extent permitted by applicable law, 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.


 






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5. INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY
SUCCESSFUL. Notwithstanding any other provisions of this Agreement except for 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, 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, 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, indemnify, hold harmless and exonerate Indemnitee against all
Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which Indemnitee was
successful. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by
dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.


 


6. INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding
any other provision of this Agreement except for Section 27, to the extent that Indemnitee is, by reason of Indemnitee’s
Corporate Status, a witness or deponent in any Proceeding to which Indemnitee was or is not a party or threatened to be made a party,
Indemnitee shall, to the fullest extent permitted by applicable law, be indemnified, held harmless and exonerated against all Expenses
actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.


 


7. ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS.
Notwithstanding any limitation in Sections 3, 4, or 5 and except for Section 27, the Company shall, to the
fullest extent permitted by applicable law, 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, liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges
paid or payable in connection with or in respect of such Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement)
actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnification, hold harmless or exoneration rights
shall be available under this Section 7 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s
duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct
or a knowing violation of the law.


 


8. CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.


 


(a) To the fullest extent permissible under applicable law, 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.


 


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





 


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


 






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9. EXCLUSIONS. Notwithstanding any provision in this Agreement,
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, 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) except as otherwise provided in Sections 14(f)-(g) hereof, prior
to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding
(or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees,
unless (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. Indemnitee shall seek payments or advances from the Company only to the extent that such payments or advances are unavailable from
any insurance policy of the Company covering Indemnitee.


 


10. ADVANCES OF EXPENSES; DEFENSE OF CLAIM.


 


(a) Notwithstanding any provision of this Agreement to the contrary,
except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred
by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding
within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to
the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances
shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without
regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement.
Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including
Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. To the fullest extent required by
applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall be made only upon the Company’s
receipt of an undertaking, by or on behalf of Indemnitee, to repay the advanced amounts to the extent that it is ultimately determined
that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the provisions of this Agreement,
the Charter, the Bylaws, applicable law or otherwise. If it shall be determined by a final judgment or other final adjudication that Indemnitee
was not so entitled to indemnification, any advancement shall be returned to the Company (without interest) by the Indemnitee. This Section
10(a) shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment is excluded
pursuant to Section 9 but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee
is liable therefor.


 


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


 


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


 






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11. PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.





 


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


 


(b) Indemnitee may deliver to the Company a written application to
indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time to
time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such a written application for indemnification
by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined according to Section 12(a) of this Agreement.


 


12. PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.


 


(a) 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
a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors or if such
directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (iv)
by vote of the stockholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee
is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If
it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such
determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s
entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation
or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably
necessary to such determination. Any costs or Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making
such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification)
and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom.


 


(b) In the event the determination of entitlement to indemnification
is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in
this Section 12(b). 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(b) 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(a) hereof. Upon the due commencement of any judicial proceeding or
arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility
in such capacity (subject to the applicable standards of professional conduct then prevailing).





 


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


 






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13. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.


 


(a) 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(b) of this Agreement, and
the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity
of any determination contrary to that presumption. Neither the failure of the Company (including by the Disinterested Directors or Independent
Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper
in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including
by the Disinterested Directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense
to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.


 


(b) If the person, persons or entity empowered or selected under Section
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, to
the fullest extent permitted 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 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.


 


(c) The termination of any Proceeding or of any claim, issue or matter
therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise
expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that
Indemnitee did not act in good faith and in a manner which 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.


 


(d) For purposes of any determination of good faith, Indemnitee shall
be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including
financial statements, or on information supplied to Indemnitee by the directors, manager, 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(d) shall not be deemed to be exclusive or to limit in any way the
other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement.


 


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


 






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14. REMEDIES OF INDEMNITEE.





 


(a) 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, 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(a) 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 Section 5, 6,
7 or the last sentence of Section 12(a) 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 in accordance with this Agreement, 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.


 


(b) In the event that a determination shall have been made pursuant
to Section 12(a) 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.


 


(c) In any judicial proceeding or arbitration commenced pursuant to
this Section 14, Indemnitee shall be presumed to be entitled to be indemnified, held harmless, and exonerated and to receive advancement
of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to be indemnified, held harmless,
and exonerated and to receive advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence
any determination pursuant to Section 12(a) 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).


 


(d) If a determination shall have been made pursuant to Section
12(a) 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.


 


(e) 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.


 


(f) The Company shall indemnify and hold harmless Indemnitee to the
fullest extent permitted by law against all Expenses and, if requested by Indemnitee, shall (within ten (10) days after the Company’s
receipt of such written request) pay to Indemnitee, to the fullest extent permitted by applicable law, such Expenses which are incurred
by Indemnitee in connection with any judicial proceeding or arbitration brought by Indemnitee: (i) to enforce his or her rights under,
or to recover damages for breach of, this Agreement or any other indemnification, hold harmless, exoneration, advancement or contribution
agreement or provision of the Charter, or the Bylaws 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).


 


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


 






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15. SECURITY. Notwithstanding anything herein to the contrary,
except for 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.


 


(a) The rights of Indemnitee as provided by this Agreement shall not
be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Charter, the Bylaws,
any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement
or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless
of when such Proceeding is first threatened, commenced or completed) or claim, issue or matter therein arising out of, or related to,
any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To
the extent that a change in applicable law, whether by statute or judicial decision, permits greater indemnification, hold harmless or
exoneration rights or advancement of Expenses than would be afforded currently under the Charter, the Bylaws or this Agreement, it is
the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right
or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative
and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right
or remedy.


 


(b) The DGCL, the Charter and the Bylaws 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 or under the DGCL, as it may then be in effect. The purchase, establishment,
and maintenance of any such Indemnification Arrangement shall not in any way limit or affect the rights and obligations of the Company
or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company
and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under
any such Indemnification Arrangement.


 


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


 


(d) In the event of any payment under this Agreement, the Company,
to the fullest extent permitted by law, shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee,
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. No such payment by the Company shall be deemed to relieve any insurer
of its obligations.





 






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(e) The Company’s obligation to indemnify, hold harmless, exonerate
or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, trustee, partner,
manager, managing member, fiduciary, employee or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually
received as indemnification, hold harmless or exoneration payments or advancement of expenses from such Enterprise. Notwithstanding any
other provision of this Agreement to the contrary except for Section 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.


 


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 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.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


(b) If to the Company, to:


 


Sanaby Health Acquisition Corp. I


2625 Middlefield Road #990


Palo Alto, CA 94306


Attention: Sandra Shpilberg


 


With a copy, which shall not constitute notice, to


Reed Smith LLP


599 Lexington Avenue


New York, NY 10022


Attn: Ari Edelman, Esq.


Email: aedelman@reedsmith.com


 


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


 


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, without regard to its conflict of laws rules. Except with respect to any
arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, to the fullest extent permitted by law, the
Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in
connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United
States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for
purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of
venue of any such action or proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any
such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in
whole or in part) to a jury trial. To the fullest extent permitted by law, the parties hereby agree that the mailing of process and
other papers in connection with any such action or proceeding in the manner provided by Section 21 or in such other manner as
may be permitted by law, shall be valid and sufficient service thereof.


 






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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 years from the date of accrual of such cause of action, and any claim
or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within
such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action
such shorter period shall govern.


 


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


 


27. WAIVER OF CLAIMS TO TRUST ACCOUNT. Indemnitee hereby agrees
that 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. Accordingly, Indemnitee acknowledges
and agrees that any indemnification provided hereto will only be able to be satisfied by the Company if (i) the Company has sufficient
funds outside of the Trust Account to satisfy its obligations hereunder or (ii) the Company consummates a Business Combination.


 


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


 


[SIGNATURE PAGE FOLLOWS]


 






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


 


	 	SANABY HEALTH ACQUISITION CORP. I
	 	 	 
	 	
    By:
	 
	 	 	Name: Sandra Shpilberg
	 	 	Title: Chief Executive Officer 
	 	 	 
	 	
    INDEMNITEE

	 	 	 
	 	
    By:
	 
	 	 	Name: 
	 	 	Address: 


  


[Signature page to Indemnity Agreement]




 






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