Exhibit 10.7





 



INDEMNITY AGREEMENT


 


THIS
INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021 by and between Laris Media Acquisition
Corp, a Cayman Islands exempted company (the “Company”), and [D&O] (“Indemnitee”).


 


RECITALS


 


WHEREAS,
the Board of Directors of the Company (the “Board”) has determined that 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, persons who
serve the Company and its direct and indirect subsidiaries (collectively, the “Company Group”) to the fullest extent
permitted by applicable law;


 


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


 


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.


 


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, between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and
the underwriters in connection with the Company’s initial public offering, 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 any other capacity of any member of the Company Group, 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 any member of the Company Group, 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
Group 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, 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.


 


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


 


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


 


(i)            Acquisition
of Shares by Third Party. Other than Laris Media Sponsor LLC (the “Sponsor”) or an affiliate of 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 appointment 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 appointment 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;


 






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(iii)            Corporate
Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business
combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following
such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities
of the Company 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 surviving or resulting entity
or the ultimate parent entity that controls such surviving or resulting entity (the “Successor”) entitled to vote generally
in the election of directors of the Successor (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 (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 company or corporation
resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power
of the then outstanding securities entitled to vote generally in the election of directors of the Successor except to the extent that
such Person was the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the Company prior to such
Business Combination; and (3) at least a majority of the board of directors (or comparable governing body) of the Successor were
Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for
such Business Combination;


 


(iv)            Liquidation.
The approval by the shareholders of the Company of a complete liquidation of the Company or an agreement or series of agreements for the
sale or disposition by the Company of all or substantially all of the Company’s assets, other than factoring the Company’s
current receivables or escrows due (or, if such shareholder 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 company, corporation, constituent company or corporation (including any constituent of a constituent)
absorbed in a consolidation or merger to which the Company (or any of its wholly owned subsidiaries) is a party, limited liability company,
partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the
Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent.


 


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


 






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(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 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 (as defined below), including without limitation the principal, premium, security for, and other costs relating to any
cost bond, supersedes 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 incurred in any Proceeding by or in the right of the Company.


 


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


 


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


 


(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 company or corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions
as their ownership of shares of the Company; and (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 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.


 






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(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 of Indemnitee’s Corporate Status, 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 but shall not include
any Enforcement Proceeding (as defined below) pursuant to Section 14.


 


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


 


3.            INDEMNITY
IN THIRD-PARTY PROCEEDINGS. To the fullest extent permitted by applicable law and the Articles, the Company shall indemnify, hold
harmless and exonerate Indemnitee in accordance with the provisions of this Section 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 of competent jurisdiction 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 26,
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 (or
part thereof) 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 (or part thereof), 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 except for Section 26, to the extent
that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or deponent in any Proceeding to which Indemnitee was
not or 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.


 


7.            ADDITIONAL
INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. Notwithstanding any limitation in Sections 3, 4, or 5,
except for Section 26, 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 against all Expenses
and judgments, fines, penalties and amounts paid in settlement in any Proceeding by or in the right of the Company to procure a judgment
in its favor (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 on account of Indemnitee’s
conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not
in good faith or which involves intentional misconduct or a knowing violation of the law.


 






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8.            CONTRIBUTION
IN THE EVENT OF JOINT LIABILITY.


 


(a)            To
the fullest extent permissible under applicable law and the Articles, if the indemnification, hold harmless and/or exoneration rights
provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying,
holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments,
liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without
requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have
at any time against Indemnitee.


 


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


 


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


 


9.            EXCLUSIONS.
Notwithstanding any provision in this Agreement, 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) and 14(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 and the Articles. Indemnitee
shall seek payments or advances from the Company only to the extent that such payments or advances are unavailable from any insurance
policy of the Company covering Indemnitee.


 






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10.            ADVANCES
OF EXPENSES; DEFENSE OF CLAIM.


 


(a)            Notwithstanding
any provision of this Agreement to the contrary, except for Section 26, and to the fullest extent not prohibited by applicable
law and the Articles, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by
Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement
or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest
extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard
to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held
harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing
an Enforcement Proceeding (assuming for this purpose all references to a “Proceeding” in the definition of Expenses were deemed
related to an Enforcement Proceeding), including Expenses incurred preparing and forwarding statements to the Company to support the advances
claimed. This Agreement shall constitute Indemnitee’s undertaking 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 Articles, applicable law or otherwise. This Section 10(a) shall not apply to any Proceeding for which
indemnity is not permitted under Section 9 of this Agreement.


 


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


 


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


 


11.            PROCEDURE
FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.


 


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


 


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


 






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12.            PROCEDURE
UPON APPLICATION FOR INDEMNIFICATION.


 


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


 


(b)            In
the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 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 or the Articles;
provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional fifteen (15) days, if the
person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional
time for the obtaining or evaluating of documentation and/or information relating thereto.


 


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


 






    	 	 10	 



     


    

 


(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 of the Enterprise, 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 of the Enterprise, by an independent certified public accountant or by an appraiser or other expert selected by the
Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member. The provisions
of this Section 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.


 


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 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(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 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. Such adjudication or arbitration proceeding is referred to herein as an “Enforcement
Proceeding.”


 


(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 Enforcement Proceeding 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 Enforcement Proceeding, Indemnitee shall be presumed to be entitled to be indemnified, held harmless, exonerated and to receive
advancement of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to be indemnified,
held harmless, exonerated and to receive advancement of Expenses, as the case may be, and the Company may not refer to or introduce into
evidence any determination pursuant to Section 12(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee
commences an Enforcement Proceeding, 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).


 






    	 	 11	 



     


    

 


(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 Enforcement Proceeding, 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 Enforcement Proceeding 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 applicable law and the Articles against all Expenses
(assuming for purposes of this sentence that all references to a Proceeding in the definition of Expenses were references to an Enforcement
Proceeding) 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 Enforcement Proceeding 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 Enforcement Proceeding 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 or on behalf of the Company.


 


15.            SECURITY.
Notwithstanding anything herein to the contrary, except for Section 26, 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.


 






    	 	 12	 



     


    

 


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


 


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


 


(b)            Cayman
Islands law and 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.


 


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


 






    	 	 13	 



     


    

 


(d)            In
the event of any payment under this Agreement, the Company, to the fullest extent permitted by law, shall be subrogated to the extent
of such payment to all of the rights of recovery of Indemnitee, including with respect to any insurance, 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.


 


(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 26,
(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.


 


(f)            To
the extent Indemnitee has rights to indemnification, advancement of expenses and/or insurance provided by the Sponsor or its affiliates,
as applicable, (i) the Company shall be the indemnitor of first resort (i.e., that its obligations to Indemnitee are primary and
any obligation of the Sponsor or its affiliates, as applicable, to advance expenses or to provide indemnification for the same expenses
or liabilities incurred by Indemnitee are secondary), (ii) the Company shall be required to advance the full amount of expenses incurred
by Indemnitee and shall be liable for the full amount of all claims, liabilities, damages, losses, costs and expenses (including amounts
paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses
of investigating or defending against any claim or alleged claim) to the extent legally permitted and as required by the terms of this
Agreement, the Company’s organizational documents or other agreement, without regard to any rights Indemnitee may have against the
Sponsor or its affiliates, as applicable, and (iii) the Company irrevocably waives, relinquishes and releases the Sponsor and its
affiliates, as applicable, from any and all claims against them for contribution, subrogation or any other recovery of any kind in respect
thereof. No advancement or payment by the Sponsor or its affiliates, as applicable, on behalf of Indemnitee with respect to any claim
for which Indemnitee has sought indemnification from the Company shall affect the foregoing, and the Sponsor and its affiliates, as applicable,
shall have a right of contribution and be subrogated to the extent of such advancement or payment to all of the rights of recovery of
Indemnitee including with respect to any insurance. No such payment shall be deemed to relieve any insurer of its obligations.


 






    	 	 14	 



     


    

 


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 or Enforcement
Proceeding (including any rights of appeal thereto) 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 and the Articles; (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 Group, and the Company acknowledges that Indemnitee
is relying upon this Agreement in serving as a director, officer or key employee of the Company Group.


 


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


 


(c)            The
indemnification, hold harmless, exoneration and advancement of expenses rights provided by or granted pursuant to this Agreement shall
be binding upon and be enforceable by the parties hereto and their respective successors and permitted 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,
but subject to such successor’s compliance with Section 19(d)), 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, permitted assigns, heirs, devisees, executors and administrators and other legal representatives.


 






    	 	 15	 



     


    

 


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


 


(e)            The
Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable
and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree
that Indemnitee may, to the fullest extent permitted by law, enforce this Agreement by seeking, among other things, injunctive relief
and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm 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 security in connection therewith. The Company acknowledges that in the absence of a waiver,
a bond or other security may be required of Indemnitee by a court of competent jurisdiction. The Company hereby waives any such requirement
of such a bond or other security 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 provision of this Agreement shall be enforceable unless in writing and signed by the party against whom
it is to be enforced. 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.


 






    	 	 16	 



     


    

 


(b)            If
to the Company, to:


 


Laris Media Acquisition Corp

14918 S Figueroa Street

Gardena, CA 90248

Attn: Andrew Ho, Chief Executive Officer


 


With a copy, which shall not constitute notice, to


 


Morrison & Foerster LLP

2100 L Street NW, Suite 900

Washington, DC 20037

Attn: Justin R. Salon; Andrew P. Campbell


 


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.


 


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.            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.


 






    	 	 17	 



     


    

 


26.            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 an initial business combination.


 


27.            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]


 






    	 	 18	 



     


    

 


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


 


	 	LARIS MEDIA ACQUISITION CORP
	 	 
	 	 
	 	By:	 
	 	 	Name:                 
	 	 	Title:
	 	 
	 	INDEMNITEE
	 	 
	 	 
	 	By:	  
	 	 	Name:  



 


[Signature Page to Indemnity Agreement]