Exhibit 10.11


 


INDEMNITY AGREEMENT


 


THIS
INDEMNITY AGREEMENT (this “Agreement”) is made on June 30, 2021.


 


Between:


 


(1)            Macondray
Capital Acquisition Corp. I, a Cayman Islands exempted company with its registered office at PO Box 309, Ugland House, Grand Cayman,
KY1-1104, Cayman Islands (the “Company”); and


 


(2)            Andrew
Sheehan (“Indemnitee”).


 


Whereas:


 


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


 


(B)           The
board of directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals,
the Company will use commercially reasonable efforts to maintain on an ongoing basis, at its sole expense, liability insurance to protect
persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary
and widespread practice among publicly traded companies and other business enterprises, the Company believes that, given current market
conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same
time, directors, officers and other persons in service to companies or business enterprises are being increasingly subjected to expensive
and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company
or business enterprise itself. The amended and restated memorandum and articles of association of the Company (the “Articles”)
provide for the indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant
to applicable Cayman Islands law. The Articles expressly provide that the indemnification provisions set forth therein are not exclusive,
and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with
respect to indemnification, hold harmless, exoneration, advancement and reimbursement rights;


 


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


 


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


 


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


 


(F)           This
Agreement is a supplement to and in furtherance of the Articles and any resolutions adopted pursuant thereto, and shall not be deemed
a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;


 






     


     


    

 


(G)           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 he be so indemnified; and NOW, THEREFORE, in consideration of the premises and
the covenants contained herein and subject to the provisions of the letter agreement dated as of June 30, 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


 


Indemnitee will serve or continue to serve as an
officer, director, advisor, key employee or in any other capacity of the Company, as applicable, for so long as Indemnitee is duly elected,
appointed or retained or until Indemnitee tenders his or her resignation or until Indemnitee is removed. The foregoing notwithstanding,
this Agreement shall continue in full force and effect after Indemnitee has ceased to serve as a director, officer, advisor, key employee
or in any other capacity of the Company, as provided in Section 17. This Agreement, however, shall not impose any obligation on Indemnitee
or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements
or commitments of the parties, if any.


 


2.             DEFINITIONS


 


As used in this Agreement:


 


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


 


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


 


2.3            “Cayman
Court” shall mean the Grand Court of the Cayman Islands.


  


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


 


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


 


(b)            Change
in Board of Directors. Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the Board
or nomination for election by the Company’s shareholders was approved by a vote of at least two thirds of the directors then still
in office who were directors on the date hereof or whose election or nomination for election was previously so approved (collectively,
the “Continuing Directors”), cease for any reason to constitute at least a majority of the members of the Board;


 


(c)            Corporate
Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar
business combination, involving the Company and one or more businesses (a “Business Combination”), in each case,
unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the
Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities
of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without
limitation, a company which as a result of such transaction owns the Company or all or substantially all of the Company’s
assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately
prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than
an affiliate of Macondray, LLC, no Person (excluding any company resulting from such Business Combination) is the Beneficial Owner,
directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in
the election of directors of the surviving company except to the extent that such ownership existed prior to the Business
Combination; and (3) at least a majority of the Board resulting from such Business Combination were Continuing Directors at the
time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination;


 






    2 


     


    

 


(d)            Liquidation.
The approval by the shareholders of the Company of a complete liquidation of the Company or an agreement or series of agreements for the
sale or disposition by the Company of all or substantially all of the Company’s assets, other than factoring the Company’s
current receivables or escrows due (or, if such approval is not required, the decision by the Board to proceed with such a liquidation,
sale, or disposition in one transaction or a series of related transactions); or


 


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


 


2.5            “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.


 


2.6            “Disinterested
Director” shall mean a director of the Company who is not and was not a party to the Proceeding (as defined below) in respect
of which indemnification is sought by Indemnitee.


 


2.7            “Enterprise”
shall mean the Company and any other company, corporation, constituent 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, manager, managing member, fiduciary, employee or agent.


 


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


 


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


 


2.10            “Indemnity
Obligations” shall mean all obligations of the Company to Indemnitee under this Agreement, including, without limitation, the
Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.


 






    3 


     


    

 


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


 


2.12            References
to “fines” shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan; references
to “serving at the request of the Company” shall include any service as a director, officer, employee, agent or fiduciary
of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to
an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably
believed to be in the best interests of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed
to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.


 


2.13            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 share 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 share of the Company.


 


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


  


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


 


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 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 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; provided, in no event shall Indemnitee be entitled to be indemnified, held
harmless or advanced any amounts hereunder in respect of any Expenses, judgments, liabilities, fines, penalties and amounts paid in
settlement (if any) that Indemnitee may incur by reason of his or her own actual fraud or intentional misconduct. Indemnitee shall
not be found to have committed actual fraud or intentional misconduct for any purpose of this Agreement unless or until a court of
competent jurisdiction shall have made a finding to that effect.


 






    4 


     


    

 


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 him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and
in a manner he 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 Cayman Court shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification, to be held harmless
or to exoneration.


 


5.             INDEMNIFICATION
FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL


 


Notwithstanding any other provisions of this Agreement
except for Section 27, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or
a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein,
in whole or in part, the Company shall, to the fullest extent permitted by applicable law and the Articles, indemnify, hold harmless and
exonerate Indemnitee against all Expenses actually and reasonably incurred by him in connection therewith. If Indemnitee is not wholly
successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters
in such Proceeding, the Company shall, to the fullest extent permitted by applicable law and the Articles, indemnify, hold harmless and
exonerate Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully
resolved claim, issue or matter. If Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent
permitted by applicable law and the Articles, indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably incurred
in connection with a claim, issue or matter related to any claim, issue, or matter on which Indemnitee was successful. For purposes of
this Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without
prejudice, shall be deemed to be a successful result as to such claim, issue or matter.


 


6.             INDEMNIFICATION
FOR EXPENSES OF A WITNESS


 


Notwithstanding any other provision of this Agreement
except for Section 27, to the extent that Indemnitee is, by reason of his Corporate Status, a witness or deponent in any Proceeding
to which Indemnitee is not a party or threatened to be made a party, he 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 him or on his behalf in
connection therewith.


 






    5 


     


    

 


7.             ADDITIONAL
INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS


 


7.1            Notwithstanding
any limitation in Sections 3, 4, or 5, except for Section 27, the Company shall, to the fullest extent permitted by applicable
law and the Articles, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party
to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all
Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or
payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and
reasonably incurred by Indemnitee in connection with the Proceeding. No indemnification, hold harmless or exoneration rights shall
be available under this Section 7.1 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s
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.


 


7.2            Notwithstanding
any limitation in Sections 3, 4, 5 or 7.1, except for Section 27, the Company shall, to the fullest extent permitted by applicable
law and the Articles, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to
any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments,
fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with
or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee
in connection with the Proceeding.


 


8.             CONTRIBUTION
IN THE EVENT OF JOINT LIABILITY


 


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


 


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


 


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


 


9.             EXCLUSIONS


 


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 similar provisions of state statutory law or common law; or


 


(c)            except
as otherwise provided in Sections 14.5 and 14.6 hereof, prior to a Change in Control, in connection with any Proceeding (or any part
of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against
the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any
part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, hold harmless or exoneration
payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law. Indemnitee shall seek payments
or advances from the Company only to the extent that such payments or advances are unavailable from any insurance policy of the
Company covering Indemnitee.


 






    6 


     


    

 


10.           ADVANCES
OF EXPENSES; DEFENSE OF CLAIM


 


10.1            Notwithstanding
any provision of this Agreement to the contrary except for Section 27, and to the fullest extent not prohibited by applicable law
or the Articles, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee
within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements
requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted
by applicable law, be unsecured and interest free. Advances shall, to the fullest extent permitted by applicable law and the Articles,
be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement
to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable
Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements
to the Company to support the advances claimed. To the fullest extent required by applicable law and the Articles, such payments of Expenses
in advance of the final disposition of the Proceeding shall be made only upon the Company’s receipt of an undertaking, by or on
behalf of Indemnitee, to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to
be indemnified by the Company under the provisions of this Agreement, the Articles, applicable law or otherwise. If it shall be determined
by a final judgement or other final adjudication that Indemnitee was not so entitled to indemnification, any advanced amount shall be
returned to the Company (without interest) by the Indemnitee. This Section 10.1 shall not apply to any claim made by Indemnitee for
which an indemnification, hold harmless or exoneration payment is excluded pursuant to Section 9.


 


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


 


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


  


11.           PROCEDURE
FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION


 


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


 


11.2            Indemnitee
may deliver to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement.
Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole
discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification
shall be determined according to Section 12.1 of this Agreement.


 


12.           PROCEDURE
UPON APPLICATION FOR INDEMNIFICATION


 


12.1            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, even though less than a quorum of the Board, or (z) if there are no Disinterested Directors, or if such
Disinterested 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 Indemnitee. The Company will promptly advise Indemnitee in writing with respect to any determination
that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification
has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within
ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such
determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or
entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from
disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses
(including 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.


  






    7 


     


    

 


12.2            In
the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12.1 hereof,
the Independent Counsel shall be selected as provided in this Section 12.2. The Independent Counsel shall be selected by Indemnitee
(unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising
it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements
of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board,
the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected and certifying
that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this
Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice
of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection;
provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements
of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity
the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If
such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and
until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within
twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11.2 hereof, no Independent
Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman 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 Cayman Court, and the person with respect to whom all objections are
so resolved or the person so appointed shall act as Independent Counsel under Section 12.1 hereof. Upon the due commencement of any
judicial proceeding or arbitration pursuant to Section 14.1 of this Agreement, Independent Counsel shall be discharged and relieved
of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).


 


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


 


13.           PRESUMPTIONS
AND EFFECT OF CERTAIN PROCEEDINGS


 


13.1            In
making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination
shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification
in accordance with Section 11.2 of this Agreement, and the Company shall have the burden of proof to overcome that presumption in
connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of
the Company (including by its 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 its 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.


  


13.2            If
the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is
entitled to indemnification shall not have made a determination within thirty (30) days after receipt by the Company of the request
therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent permitted by applicable law and
the Articles, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement
by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially
misleading, in connection with the request for indemnification, or (ii) a final judicial determination that any or all such
indemnification is expressly prohibited under applicable law; provided, however, that such 30-day period may be extended for a
reasonable time, not to exceed an additional fifteen (15) days, if the person, persons or entity making the determination with
respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of
documentation and/or information relating thereto.


 






    8 


     


    

 


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


 


13.4            For
purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action
is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee
by the directors, managers, managing members, or officers of the Enterprise in the course of their duties, or on the advice of legal counsel
for the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager, or managing member or on
information or records given or reports made to the Enterprise, its Board, any committee of the Board or any director, trustee, general
partner, manager or managing member by an independent certified public accountant or by an appraiser or other expert selected by the Enterprise,
its Board, any committee of the Board or any director, trustee, general partner, manager or managing member. The provisions of this Section 13.4
shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have
met the applicable standard of conduct set forth in this Agreement.


 


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


  


14.           REMEDIES
OF INDEMNITEE


 


14.1            In
the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable law and the Articles, is not timely
made pursuant to Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made
pursuant to Section 12.1 of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification,
(iv) payment of indemnification is not made pursuant to Sections 5, 6, 7 or the last sentence of Section 12.1 of this Agreement
within ten (10) days after receipt by the Company of a written request therefor, (v) a contribution payment is not made in a
timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this
Agreement is not made in accordance with this Agreement within ten (10) days after a determination has been made that Indemnitee
is entitled to indemnification, or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement
or otherwise is not made within ten (10) days after receipt by the Company of a written request therefor, Indemnitee shall be
entitled to an adjudication by the Cayman Court to such indemnification, hold harmless, exoneration, contribution or advancement rights.
Alternatively, Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the
Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association. Except as set forth herein, the provisions
of Cayman Islands law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Company shall not oppose
Indemnitee’s right to seek any such adjudication or award in arbitration.


 


14.2            In
the event that a determination shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee is not entitled
to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all
respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse
determination. In any judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be
presumed to be entitled to be indemnified, held harmless, exonerated to receive advances of Expenses under this Agreement and the
Company shall have the burden of proving Indemnitee is not entitled to be indemnified, held harmless, exonerated and to receive
advances of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to
Section 12.1 of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or
arbitration pursuant to this Section 14, Indemnitee shall not be required to reimburse the Company for any advances
pursuant to Section 10 until a final determination is made with respect to Indemnitee’s entitlement to indemnification
(as to which all rights of appeal have been exhausted or lapsed).


 






    9 


     


    

 


14.3            If
a determination shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee is entitled to indemnification, the
Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent
(i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement
not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under
applicable law.


 


14.4            The
Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the
procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any
such arbitrator that the Company is bound by all the provisions of this Agreement.


  


14.5            The
Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by applicable law and the Articles against all Expenses
and, if requested by Indemnitee, shall (within ten (10) days after the Company’s receipt of such written request) pay to Indemnitee,
to the fullest extent permitted by applicable law and the Articles, such Expenses which are incurred by Indemnitee in connection with
any judicial proceeding or arbitration brought by Indemnitee (i) to enforce his rights under, or to recover damages for breach of,
this Agreement or any other indemnification, hold harmless, exoneration, advancement or contribution agreement or provision of the Articles
now or hereafter in effect; or (ii) for recovery or advances under any insurance policy maintained by any person for the benefit
of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is determined to be entitled to such indemnification, hold
harmless or exoneration right, advancement, contribution or insurance recovery, as the case may be (unless such judicial proceeding or
arbitration was not brought by Indemnitee in good faith).


 


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


 


15.           SECURITY


 


Notwithstanding anything herein to the contrary
except for Section 27, to the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time
to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded
trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent
of Indemnitee.


 


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


 


16.1            The
rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any
time be entitled under applicable law, the Articles, any agreement, a vote of shareholders or a resolution of directors, or
otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of
Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or
completed) arising out of, or related to, any action taken or omitted by such Indemnitee in his Corporate Status prior to such
amendment, alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial decision, permits
greater indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the
Articles or this Agreement, then this Agreement (without any further action by the parties hereto) shall automatically be deemed to
be amended to require that the Company indemnifies Indemnitee to the fullest extent permitted by law. No right or remedy herein
conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of
any other right or remedy.


  






    10 


     


    

 


16.2            The
Companies Law (2020 Revision) of the Cayman Islands 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 him or incurred by
or on behalf of him or in such capacity as a director, officer, employee or agent of the Company, or arising out of his status as such,
whether or not the Company would have the power to indemnify him against such liability under the provisions of this Agreement or under
the Companies Law (2020 Revision) of the Cayman Islands, as it may then be in effect. The purchase, establishment, and maintenance of
any such Indemnification Arrangement shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under
this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall
not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such Indemnification
Arrangement.


 


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


 


16.4            In
the event of any payment under this Agreement, the Company, to the fullest extent permitted by applicable law and the Articles, shall
be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and
take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring
suit to enforce such rights. No such payment by the Company shall be deemed to relive any insurer of its obligations.


 


16.5            The
Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was serving at
the request of the Company as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other
Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless or exoneration payments or
advancement of expenses from such Enterprise. Notwithstanding any other provision of this Agreement to the contrary except for Section 27,
(i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration,
advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s
satisfaction and performance of all its obligations under this Agreement, and (ii) the Company shall perform fully its obligations
under this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless,
exoneration, contribution or insurance coverage rights against any person or entity other than the Company.


 


16.6            The
Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance
provided by one or more Persons with whom or which Indemnitee may be associated. The Company hereby acknowledges and agrees that
(i) the Company shall be the indemnitor of first resort with respect to any Proceeding, Expense, liability or matter that is
the subject of the Indemnity Obligations, (ii) the Company shall be primarily liable for all Indemnity Obligations and any
indemnification afforded to Indemnitee in respect of any Proceeding, Expense, liability or matter that is the subject of Indemnity
Obligations, whether created by law, organizational or constituent documents, contract (including, without limitation, this
Agreement) or otherwise, (iii) any obligation of any other Persons with whom or which Indemnitee may be associated to indemnify
Indemnitee and/or advance Expenses to Indemnitee in respect of any proceeding shall be secondary to the obligations of the Company
hereunder, (iv) the Company shall be required to indemnify Indemnitee and advance Expenses to Indemnitee hereunder to the
fullest extent provided herein without regard to any rights Indemnitee may have against any other Person with whom or which
Indemnitee may be associated or insurer of any such Person and (v) the Company irrevocably waives, relinquishes and releases
any other Person with whom or which Indemnitee may be associated from any claim of contribution, subrogation or any other recovery
of any kind in respect of amounts paid by the Company hereunder. In the event that any other Person with whom or which Indemnitee
may be associated or their insurers advances or extinguishes any liability or loss which is the subject of any Indemnity Obligation
owed by the Company or payable under any insurance policy provided under this Agreement, the payor shall have a right of subrogation
against the Company or its insurer or insurers for all amounts so paid which would otherwise be payable by the Company or its
insurer or insurers under this Agreement. In no event will payment of an Indemnity Obligation of the Company under this Agreement by
any other Person with whom or which Indemnitee may be associated or their insurers, affect the obligations of the Company hereunder
or shift primary liability for any Indemnity Obligation to any other Person with whom or which Indemnitee may be associated. Any
indemnification and/or insurance or advancement of Expenses provided by any other Person with whom or which Indemnitee may be
associated, with respect to any liability arising as a result of Indemnitee’s Corporate Status or capacity as an officer or
director of any Person, is specifically in excess of any Indemnity Obligation of the Company or valid and any collectible insurance
(including, without limitation, any malpractice insurance or professional errors and omissions insurance) provided by the Company
under this Agreement, and any obligation to provide indemnification and/or insurance or advance Expenses provided by any other
Person with whom or which Indemnitee may be associated shall be reduced by any amount that Indemnitee collects from the Company as
an indemnification payment or advancement of Expenses pursuant to this Agreement.


 






    11 


     


    

 


17.           DURATION
OF AGREEMENT


 


All agreements and obligations of the Company contained
herein shall continue during the period Indemnitee serves as a director or officer of the Company or as a director, officer, trustee,
partner, manager, managing member, fiduciary, employee or agent of any other company, corporation, partnership, joint venture, trust,
employee benefit plan or other Enterprise which Indemnitee serves at the request of the Company and shall continue thereafter so long
as Indemnitee shall be subject to any possible Proceeding (including any rights of appeal thereto and any Proceeding commenced by Indemnitee
pursuant to Section 14 of this Agreement) by reason of his Corporate Status, whether or not he 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 applicable 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


 


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


 


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


 


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


  


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


 


19.5            The
Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable
and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree
that Indemnitee may, to the fullest extent permitted by applicable law and the Articles, 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 he may be entitled. The Company and Indemnitee further agree that Indemnitee shall to the fullest extent permitted by applicable
law (and the Articles) be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary
injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company
acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by a Court of competent jurisdiction
and the Company hereby waives any such requirement of such a bond or undertaking to the fullest extent permitted by applicable law and
the Articles.


 






    12 


     


    

 


20.           MODIFICATION
AND WAIVER


 


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


 


21.           NOTICES


 


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


 


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


 


(b)           If
to the Company, to:


 


Macondray Capital Acquisition Corp. I

707 Menlo Ave, Suite 110

Menlo Park, CA 94025

Attn: Co-Chief Executive Officers


 


With a copy, which shall not constitute notice, to:


 


Gibson, Dunn & Crutcher LLP


811 Main Street, Suite 3000


Houston, TX 77002

Attn: Gerald M. Spedale


 


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


 






    13 


     


    

 


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 New York. Except with respect to
any arbitration commenced by Indemnitee pursuant to Section 14.1 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 Courts of the State of New York 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 Courts of the State
of New York 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 Courts of the State of New York; and (d) waive, and agree not to plead
or to make, any claim that any such action or proceeding brought in the Courts of the State of New York 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 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.            PERIOD
OF LIMITATIONS


 


No legal action shall be brought and no cause of
action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal
or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of
action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year
period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter
period shall govern.


 


26.            ADDITIONAL
ACTS


 


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


 






    14 


     


    

 


27.            WAIVER
OF CLAIMS TO TRUST ACCOUNT


 


Indemnitee hereby agrees that it does not have
any right, title, interest or claim of any kind (each, a “Claim”) in or to any monies in the trust account established
in connection with the Company’s initial public offering for the benefit of the Company and holders of shares issued in such offering,
and hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided to the Company and will
not seek recourse against such trust account for any reason whatsoever. Accordingly, Indemnitee acknowledges and agrees that any
indemnification provided hereto will only be able to be satisfied by the Company if (i) the Company has sufficient funds outside
of the Trust Account to satisfy its obligations hereunder or (ii) the Company consummated a Business Combination.


 


28.            MAINTENANCE
OF INSURANCE


 


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


 


29.            INTERPRETATION
In this Agreement:


 


(a)            words
importing the singular number include the plural number and vice versa; words importing the masculine gender include the feminine gender;


  


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


 


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


 


(d)            references
to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, reenacted or replaced;


 


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


 


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


 


(g)            headings
are inserted for reference only and shall be ignored in construing this Agreement;


 


(h)            any
requirements as to delivery under this Agreement include delivery in the form of an electronic record (as defined in the Electronic Transactions
Law (2003));


 


(i)            any
requirements as to execution or signature under this Agreement including the execution of this Agreement itself can be satisfied in the
form of an electronic signature (as defined in the Electronic Transactions Law (2003 Revision));


 


(j)            sections
8 and 19(3) of the Electronic Transactions Law (2003 Revision) shall not apply.


 


[SIGNATURE PAGE FOLLOWS]


  






    15 


     


    

 


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


 


	 	MACONDRAY CAPITAL ACQUISITION CORP. I
	 	 	 
	 	By:	 /s/ R. Grady Burnett
	 	 	Name: R. Grady Burnett
	 	 	Title:   Co-Chief Executive Officer
	 	 	 
	 	INDEMNITEE
	 	 	 
	 	By:	 /s/ Andrew Sheehan
	 	 	Name: Andrew Sheehan


 


[Signature Page to Indemnity Agreement]