Exhibit 10.24


 


FORM OF INDEMNIFICATION AGREEMENT


 


This Indemnification Agreement
(“Agreement”) is made as of              by and between
SmartRent, Inc., a Delaware corporation (the “Company”), and            (“Indemnitee”).


 


RECITALS


 


WHEREAS, the Company desires
to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company;


 


WHEREAS, in order to induce
Indemnitee to provide services to the Company, the Company wishes to provide for the indemnification of, and advancement of expenses to, Indemnitee
to the maximum extent permitted by law;


 


WHEREAS, the Certificate of
Incorporation (the “Charter”) and the Bylaws (the “Bylaws”) of the Company require
indemnification of the officers and directors of the Company, and Indemnitee may also be entitled to indemnification pursuant to the General
Corporation Law of the State of Delaware (the “DGCL”);


 


WHEREAS, the Charter, the
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 of directors, officers and other persons with respect
to indemnification;


 


WHEREAS, the Board of Directors
of the Company (the “Board”) has determined that the increased difficulty in attracting and retaining highly
qualified persons such as Indemnitee is detrimental to the best interests of the Company and the Company’s stockholders;


 


WHEREAS, it is reasonable,
prudent and necessary for the Company contractually to obligate itself to indemnify, 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 indemnified; and


 


WHEREAS, this Agreement is
a supplement to and in furtherance of the indemnification provided in the Charter, the 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.


 


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


 


Section 1. Services
to the Company. Indemnitee agrees to serve as [a/an] [director/officer] of the Company. Indemnitee may at any time and for any reason
resign from such position (subject to any other contractual obligation or any obligation imposed by law), in which event the Company shall
have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract
between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee.


 


Section 2. Definitions.
As used in this Agreement:


 


(a) “Change
in Control” shall mean the earliest to occur after the date of this Agreement of any
of the following events:


 


(i) Acquisition of Stock
by Third Party. Any Person (as defined below) becomes the Beneficial Owner (as defined below), 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
unless the change in 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.


 






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(ii) Change in Board
of Directors. During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement),
individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person
who has entered into an agreement with the Company to effect a transaction described in Sections 2(a)(i), 2(a)(iii) or 2(a)(iv))
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 either were directors at the beginning of the period or whose election or nomination for election
was previously so approved, cease for any reason to constitute at least a majority of the members of the Board.


 


(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 of its businesses, or consolidation of the Company with any other entity, other than a merger or consolidation
which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to
represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent
(50%) of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation
and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity.


 


(iv) Liquidation.
The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition by
the Company of all or substantially all of the Company’s assets.


 


(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 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.


 


(vi) For purposes of this Section 2(a),
the following terms have the following meanings:


 


(A) “Beneficial Owner”
has the meaning given to such term in Rule 13d-3 under the Exchange Act; provided, however, that Beneficial Owner excludes any
Person otherwise becoming a Beneficial Owner by reason of the stockholders of the Company approving a merger of the Company with another
entity.


 


(B) “Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


(C) “Person”
has the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided, however, that Person excludes (i) the
Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (iii) 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.


 


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


 


(c) “Enforcement
Expenses” shall include all reasonable attorneys’ fees, court costs, transcript costs, fees of experts, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other out-of-pocket disbursements
or expenses of the types customarily incurred in connection with an action to enforce indemnification or advancement rights, or an appeal
from such action. Expenses, however, shall not include fees, salaries, wages or benefits owed to Indemnitee.


 


(d) “Enterprise”
shall mean any corporation (other than the Company), partnership, joint venture, trust, employee benefit plan, limited liability company,
or other legal entity of which Indemnitee is or was serving at the request of the Company as a director, manager, managing member, partner,
officer, employee, fiduciary, agent or trustee.


 






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(e) “Expenses”
shall include all reasonable attorneys’ fees, court costs, transcript costs, fees of experts, travel expenses, duplicating costs,
printing and binding costs, telephone charges, postage, delivery service fees, and all other out-of-pocket disbursements or expenses of
the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing
to be a witness in, or otherwise participating in, a Proceeding or an appeal resulting from a Proceeding. Expenses, however, shall not
include amounts paid in settlement by Indemnitee, the amount of judgments or fines against Indemnitee or fees, salaries, wages or benefits
owed to Indemnitee.


 


(f) “Independent
Counsel” means a law firm, or a partner (or, if applicable, member or shareholder) of such a law firm, that is experienced
in matters of Delaware corporation law and neither presently is, nor in the past five (5) years has been, retained to represent:
(i) the Company, any subsidiary of the Company, any Enterprise or Indemnitee in any matter material to any such party (other than
with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements);
or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the
term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing,
would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights
under this Agreement. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully
indemnify such counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or its
engagement pursuant hereto.


 


(g) The term “Proceeding”
shall include any threatened, pending or completed action, suit, arbitration, 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, criminal, administrative, regulatory or investigative nature, and whether formal or informal, in which Indemnitee
was, is or will be involved as a party or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company
or is or was serving at the request of the Company as a director, manager, managing member, partner, officer, employee, fiduciary, agent
or trustee of any Enterprise or by reason of any action taken by Indemnitee or of any action taken on his or her part while acting as
a director or officer of the Company or while serving at the request of the Company as a director, manager, managing member, partner,
officer, employee, fiduciary, agent or trustee of any 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;
provided, however, that the term “Proceeding” shall not include any action, suit or arbitration, or part thereof,
initiated by Indemnitee to enforce Indemnitee’s rights under this Agreement as provided for in Section 12(a).


 


Section 3. Indemnity
in Third-Party Proceedings. The Company shall indemnify Indemnitee to the extent set forth in this Section 3 if Indemnitee is,
or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company
to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified against all Expenses, judgments,
fines, penalties, excise taxes, and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her 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 his or her conduct was unlawful.


 


Section 4. Indemnity
in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee to the extent set forth in this Section 4
if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure
a judgment in its favor. Pursuant to this Section 4, Indemnitee shall be indemnified against all Expenses actually and reasonably
incurred by Indemnitee or on his or her 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. No indemnification
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 the Delaware Court of Chancery (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 for such expenses as the Delaware Court shall deem proper.


 






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Section 5. Indemnification
for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement and except as provided
in Section 7, to the extent that Indemnitee is a party to or a participant in any Proceeding and is successful in such Proceeding
or in defense of any claim, issue or matter therein, the Company shall indemnify Indemnitee against all Expenses actually and reasonably
incurred by him or her in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful as to one
or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually
and reasonably incurred by Indemnitee or on his or her behalf in connection with each successfully resolved claim, issue or matter. For
purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal,
with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.


 


Section 6. Reimbursement
for Expenses of a Witness or in Response to a Subpoena. Notwithstanding any other provision of this Agreement, to the extent that
Indemnitee, by reason of his or her Corporate Status, (i) is a witness in any Proceeding to which Indemnitee is not a party and is
not threatened to be made a party or (ii) receives a subpoena with respect to any Proceeding to which Indemnitee is not a party and
is not threatened to be made a party, the Company shall reimburse Indemnitee for all Expenses actually and reasonably incurred by him
or her or on his or her behalf in connection therewith.


 


Section 7. Exclusions.
Notwithstanding any provision in this Agreement to the contrary, the Company shall not be obligated under this Agreement:


 


(a) to indemnify for amounts
otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise
been paid such amounts under any insurance policy, contract, agreement or otherwise;


 


(b) to indemnify for (i) 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 (as defined in Section 2(a)), or similar provisions of state statutory law or common
law, (ii) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or
of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act
(including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley
Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and
sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act) or (iii) any reimbursement of the Company
by Indemnitee of any compensation pursuant to any compensation recoupment or clawback policy adopted by the Board or the compensation
committee of the Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing
Section 10D of the Exchange Act; or;


 


(c) to indemnify with respect
to any Proceeding, or part thereof, brought by Indemnitee against the Company, any legal entity which it controls, any director or officer
thereof or any third party, unless (i) the Board has consented to the initiation of such Proceeding or part thereof and (ii) the
Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; provided,
however, that this Section 7(c) shall not apply to (A) counterclaims or affirmative defenses asserted by Indemnitee
in an action brought against Indemnitee or (B) any action brought by Indemnitee for indemnification or advancement from the Company
under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit
for which indemnification or advancement is being sought as described in Section 12. 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;
or


 


(d) to provide any indemnification
or advancement of expenses that is prohibited by applicable law (as such law exists at the time payment would otherwise be required pursuant
to this Agreement).


 






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Section 8. Advancement
of Expenses. Subject to Section 9(b), the Company shall advance, to the extent not prohibited by law, the Expenses incurred by
Indemnitee in connection with any Proceeding, and such advancement shall be made within thirty (30) days after the receipt by the Company
of a statement or statements requesting such advances (including any invoices received by Indemnitee, which such invoices may be reasonably
redacted if and as necessary to avoid the waiver of any privilege accorded by applicable law) from time to time, whether prior to or after
final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s
(i) ability to repay the expenses, (ii) ultimate entitlement to indemnification under the other provisions of this Agreement,
and (iii) entitlement to and availability of insurance coverage, including advancement, payment or reimbursement of defense costs,
expenses or covered loss under the provisions of any applicable insurance policy (including, without limitation, whether such advancement,
payment or reimbursement is withheld, conditioned or delayed by the insurer(s)). Indemnitee shall qualify for advances upon the execution
and delivery to the Company of this Agreement which shall constitute an undertaking providing that Indemnitee undertakes to the fullest
extent required by law to repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction
in a final judgment, not subject to appeal, that establishes that Indemnitee is not entitled to be indemnified by the Company. The right
to advances under this paragraph shall in all events continue until final disposition of any Proceeding, including any appeal therein.
Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(e).


 


Section 9. Procedure for Notification
and Defense of Claim.


 


(a) To obtain indemnification
under this Agreement, Indemnitee shall submit to the Company a written request therefor specifying the basis for the claim, the amounts
for which Indemnitee is seeking payment under this Agreement, and all documentation related thereto as reasonably requested by the Company.


 


(b) In the event that the
Company shall be obligated hereunder to provide indemnification for or make any advancement of Expenses with respect to any Proceeding,
the Company shall be entitled to assume the defense of such Proceeding, or any claim, issue or matter therein, with counsel approved by
Indemnitee (which approval shall not be unreasonably withheld or delayed) upon the delivery to Indemnitee of written notice of the Company’s
election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company,
the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed by
or on behalf of Indemnitee with respect to the same Proceeding; provided that (i) Indemnitee shall have the right to employ
separate counsel in any such Proceeding at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by
Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict
of interest between the Company and Indemnitee in the conduct of such defense, or (C) the Company shall not continue to retain such
counsel to defend such Proceeding, then the fees and expenses actually and reasonably incurred by Indemnitee with respect to his or her
separate counsel shall be Expenses hereunder.


 


(c) In the event that the
Company does not assume the defense in a Proceeding pursuant to paragraph (b) above, then the Company will be entitled to participate
in the Proceeding at its own expense.


 


(d) The Company shall not
be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its prior
written consent (which consent shall not be unreasonably withheld or delayed). Without limiting the generality of the foregoing, the fact
that an insurer under an applicable insurance policy delays or is unwilling to consent to such settlement or is or may be in breach of
its obligations under such policy, or the fact that directors’ and officers’ liability insurance is otherwise unavailable
or not maintained by the Company, may not be taken into account by the Company in determining whether to provide its consent. The Company
shall not, without the prior written consent of Indemnitee (which consent shall not be unreasonably withheld or delayed), enter into any
settlement which includes an admission of fault of Indemnitee, any non-monetary remedy imposed on Indemnitee or any monetary damages for
which Indemnitee is not wholly and actually indemnified hereunder.


 






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Section 10. Procedure Upon Application
for Indemnification.


 


(a) Upon written request
by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law,
with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following
methods: (x) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board; or (y) if
a Change in Control shall not have occurred: (i) by a majority vote of the disinterested directors, even though less than a quorum;
(ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than
a quorum; or (iii) if there are no disinterested directors or if the disinterested directors so direct, by Independent Counsel in
a written opinion to the Board, or (iv) by the stockholders. For purposes hereof, disinterested directors are those members of the
Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination
is made by Independent Counsel, a copy of Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so
determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within fifteen (15) days after such determination.
Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s
entitlement to indemnification, including providing to such counsel or the Company, 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 out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually
and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall be borne by the Company (irrespective
of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee
harmless therefrom.


 


(b) If the determination
of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a), the Independent Counsel shall be
selected by the Board if a Change in Control shall not have occurred or, if a Change in Control shall have occurred, by Indemnitee. Indemnitee
or the Company, as the case may be, may, within ten (10) days after written notice of such selection, deliver to the Company or 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, 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 the Delaware Court has determined that
such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request
for indemnification pursuant to Section 9(a), and (ii) the final disposition of the Proceeding, including any appeal therein,
no Independent Counsel shall have been selected without objection, either Indemnitee or the Company may petition the Delaware Court for
resolution of any objection which shall have been made by Indemnitee or the Company to the selection of Independent Counsel and/or for
the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate. The person
with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a).
Upon the due commencement of any judicial proceeding, 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) Notwithstanding anything
to the contrary contained in this Agreement, the determination of entitlement to indemnification under this Agreement shall be made without
regard to the Indemnitee’s entitlement to and availability of insurance coverage, including advancement, payment or reimbursement
of defense costs, expenses or covered loss under the provisions of any applicable insurance policy (including, without limitation, whether
such advancement, payment or reimbursement is withheld, conditioned or delayed by the insurer(s)).


 


Section 11. Presumptions
and Effect of Certain Proceedings.


 


(a) To the extent permitted
by applicable law, in making a determination with respect to entitlement to indemnification hereunder, it shall be presumed that Indemnitee
is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a),
and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary
to that presumption.


 


(b) The termination of
any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, 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 he or she 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 his or her conduct was unlawful.


 






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


 


Section 12. Remedies of Indemnitee.


 


(a) Subject to Section 12(f),
in the event that (i) a determination is made pursuant to Section 10 that Indemnitee is not entitled to indemnification under
this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8, (iii) no determination of entitlement
to indemnification shall have been made pursuant to Section 10(a) within sixty (60) days after receipt by the Company of the
request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification
or reimbursement of expenses is not made pursuant to Sections 5 or 6 or the last sentence of Section 10(a) within fifteen (15)
days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may
be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant
to Sections 3 or 4 is not made within fifteen (15) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee
shall be entitled to an adjudication by the Delaware Court of his or her entitlement to such indemnification or advancement.


 


(b) In the event that a
determination shall have been made pursuant to Section 10(a) that Indemnitee is not entitled to indemnification, any judicial
proceeding shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that
adverse determination. In any judicial proceeding commenced pursuant to this Section 12, the Company shall have the burden of proving
Indemnitee is not entitled to indemnification or advancement, as the case may be.


 


(c) If a determination
shall have been made pursuant to Section 10(a) that Indemnitee is entitled to indemnification, the Company shall be bound by
such determination in any judicial proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee
of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection
with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.


 


(d) The Company shall be
precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of
this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions
of this Agreement.


 


(e) The Company shall indemnify
Indemnitee, to the extent Indemnitee is successful, against any and all Enforcement Expenses and, if requested by Indemnitee, shall within
fifteen (15) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement
Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement
from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the
Company in the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices
received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection with legal services, any
detail regarding legal work performed that would cause Indemnitee to waive any privilege accorded by applicable law need not be included
with the invoice.


 


(f) Notwithstanding anything
in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be
made prior to the final disposition of the Proceeding, including any appeal therein.


 






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Section 13. Non-exclusivity;
Survival of Rights; Insurance; Subrogation.


 


(a) The rights of indemnification
and to receive advancement 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 action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment,
alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification
or advancement than would be afforded currently under the Charter, Bylaws and 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) To the extent that
the Company maintains an insurance policy or policies providing liability insurance for directors, managers, partners, officers, employees,
agents or trustees of the Company or of any other Enterprise, 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, manager, partner, officer, employee, agent
or trustee of similar position under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms
hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of
such proceeding to the insurers in accordance with the procedures set forth in the respective policies.


 


(c) In the event of any
payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee,
who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are
necessary to enable the Company to bring suit to enforce such rights.


 


(d) The Company’s
obligation to provide indemnification or advancement hereunder to Indemnitee who is or was serving at the request of the Company as a
director, manager, partner, officer, employee, agent or trustee of any other Enterprise shall be reduced by any amount Indemnitee has
actually received as indemnification or advancement from such other Enterprise.


 


Section 14. Duration
of Agreement. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that
Indemnitee ceases to have a Corporate Status or (b) one (1) year after the final termination of any Proceeding, including any
appeal, then pending in respect of which Indemnitee is granted rights of indemnification or advancement hereunder and of any proceeding
commenced by Indemnitee pursuant to Section 12 relating thereto. This Agreement shall be binding upon the Company and its successors
and assigns and shall inure to the benefit of Indemnitee and his or her heirs, executors and administrators. 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.


 


Section 15. Severability.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the
validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any
section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal
or unenforceable) shall not in any way be affected or impaired thereby 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 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.


 


Section 16. Enforcement.


 


(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 or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving
as a director or officer of the Company.


 






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(b) 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; provided, however, that
this Agreement is a supplement to and in furtherance of the Charter, the Bylaws and applicable law, and shall not be deemed a substitute
therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.


 


Section 17. Modification
and Waiver. No supplement, modification or amendment, or waiver of any provision, of this Agreement shall be binding unless executed
in writing by the parties thereto. 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. No supplement, modification or amendment of
this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action
taken or omitted by such Indemnitee prior to such supplement, modification or amendment.


 


Section 18. Notice
by Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena,
complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification, reimbursement
or advancement as provided 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.


 


Section 19. Notices.
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly
given if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed,
(ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed,
(iii) mailed by reputable overnight courier and receipted for by the party to whom said notice or other communication shall have
been directed or (iv) sent by facsimile or electronic transmission, with receipt of oral confirmation that such transmission has
been received:


 


(a) If to Indemnitee, at
such address as Indemnitee shall provide to the Company.


 


(b) If to the Company to:


 


SmartRent, Inc.





18835 N. Thompson
Peak Parkway, Suite 300,





Scottsdale,
Arizona 85255


Attention: Lucas Haldeman, Chief Executive
Officer


 


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


 


Section 20. Contribution.
To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee
for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether
for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding
in such proportion as is deemed fair and reasonable in light of all of the circumstances in order to reflect (i) the relative benefits
received by the Company and Indemnitee in connection with the event(s) and/or transaction(s) giving rise to such Proceeding;
and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with
such event(s) and/or transactions.


 


Section 21. Internal
Revenue Code Section 409A. The Company intends for this Agreement to comply with the Indemnification exception under Section 1.409A-1(b)(10) of
the regulations promulgated under the Internal Revenue Code of 1986, as amended (the “Code”), which provides
that indemnification of, or the purchase of an insurance policy providing for payments of, all or part of the expenses incurred or damages
paid or payable by Indemnitee with respect to a bona fide claim against Indemnitee or the Company do not provide for a deferral of compensation,
subject to Section 409A of the Code, where such claim is based on actions or failures to act by Indemnitee in his or her capacity
as a service provider of the Company. The parties intend that this Agreement be interpreted and construed with such intent.


 






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Section 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. The Company and Indemnitee
hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement
shall be brought only in the Delaware Court, and not in any other state or federal court in the United States of America or any court
in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding
arising out of or in connection with this Agreement, (iii) consent to service of process at the address set forth in Section 19
with the same legal force and validity as if served upon such party personally within the State of Delaware, (iv) waive any objection
to the laying of venue of any such action or proceeding in the Delaware Court, and (v) 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.


 


Section 23. Headings.
The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the construction thereof.


 


Section 24. 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.


 


[Remainder of Page Intentionally Left Blank]


 






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


 


	 	SMARTRENT, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	 
	 	 	[Name of Indemnitee]