Exhibit 10.5


 


INDEMNIFICATION AGREEMENT


 


This Indemnification Agreement
(this “Agreement”) is made and entered into as of July 14, 2021, by and among Hillman Solutions Corp., a Delaware corporation
(the “Company”), and [NAME OF DIRECTOR/OFFICER] (“Indemnitee”).


 


WHEREAS, in light of the litigation
costs and risks to directors and officers resulting from their service to companies, and the desire of the Company to attract and retain
qualified individuals to serve as directors and officers, it is reasonable, prudent and necessary for the Company to indemnify, hold harmless
and advance Expenses on behalf of the Company’s directors and officers to the fullest extent permitted by law so that they will
serve or continue to serve the Company;


 


WHEREAS, the Company has requested
that Indemnitee serve or continue to serve as a director or officer of the Company and may have requested or may in the future request
that Indemnitee serve one or more Hillman Entities (as hereinafter defined) as a director or an officer or in other capacities, and in
order to induce the Indemnitee to serve in such capacity, the Company is willing to grant the Indemnitee the indemnification provided
for herein;


 


WHEREAS, (i) the Certificate
of Incorporation and the By-laws of the Company require indemnification of the officers and directors of the Company, (ii) Indemnitee
may also be entitled to indemnification pursuant to applicable provisions of the Delaware General Corporation Law (“DGCL”),
and (iii) the Certificate of Incorporation, By-laws 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, hold-harmless, exoneration, advancement and reimbursement rights;


 


WHEREAS, one of the conditions
that Indemnitee requires in order to serve as a director and/or officer of the Company is that Indemnitee be so indemnified; and


 


WHEREAS, Indemnitee may have
certain rights to indemnification, advancement of expenses and/or insurance provided by one or more of the Affiliate Indemnitors (as hereinafter
defined) (or their affiliates) and/or any insurer providing insurance coverage under any policy purchased or maintained by such Affiliate
Indemnitors (or their affiliates), which Indemnitee, the Company and the Affiliate Indemnitors (or their affiliates) intend to be secondary
to the primary obligation of the Company to indemnify Indemnitee as provided herein, with the Company’s acknowledgement of and agreement
to the foregoing being a material condition to Indemnitee’s willingness to serve as a director and/or officer the Company.


 


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


 


1.            Services
by Indemnitee. Indemnitee agrees to serve as a director and/or officer of the Company. Indemnitee may at any time and for any reason
resign from such position (subject to any contractual obligation the Indemnitee may have under any other agreement).


 






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2.            Indemnification - General. On the terms and subject to the conditions of this Agreement, the Company shall, to the fullest
extent permitted by law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, all losses, damages, liabilities,
judgments, fines, penalties, costs, amounts paid in settlement, Expenses (as hereinafter defined) and other amounts that Indemnitee reasonably
incurs and that result from, arise in connection with or are by reason of any Proceeding and shall advance Expenses to Indemnitee in
connection with the same. The obligations of the Company shall continue after such time as Indemnitee ceases to serve as a director and/or
officer of the Company or in any other Corporate Status and include, without limitation, claims for monetary damages against Indemnitee
in respect of any actual or alleged liability or other loss of Indemnitee, to the fullest extent permitted under applicable law (including,
if applicable, Section 145 of the DGCL) as in existence on the date hereof and as amended from time to time.


 


3.            Proceedings
Other Than Proceedings by or in the Right of the Company. If in connection with or by reason of Indemnitee’s Corporate Status,
Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding
(as hereinafter defined) other than a Proceeding by or in the right of the Company to procure a judgment in its favor, the Company shall,
to the fullest extent permitted by law, indemnify and hold harmless Indemnitee with respect to, and hold Indemnitee harmless from and
against, all Expenses, losses, damages, liabilities, judgments, penalties, fines and amounts paid in settlement (including all interest,
assessments and other charges paid or payable in connection with or in respect of such liabilities, judgments, penalties, fines and amounts
paid in settlement) reasonably incurred by Indemnitee or on behalf of Indemnitee in connection with such Proceeding or any claim, issue
or matter therein.


 


4.            Proceedings by or in the Right of the Company. If in connection with or by reason of Indemnitee’s Corporate Status,
Indemnitee was, 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 the Company’s favor, the Company shall, to the fullest extent permitted by law, indemnify Indemnitee with respect
to, and hold Indemnitee harmless from and against, all Expenses reasonably incurred by Indemnitee or on behalf of Indemnitee in connection
with such Proceeding or any claim, issue or matter therein.


 


5.            Mandatory
Indemnification in Case of Successful Defense. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee
is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise,
in defense of any Proceeding or any claim, issue or matter therein (including, without limitation, any Proceeding brought by or in the
right of the Company), the Company shall, to the fullest extent permitted by law, indemnify Indemnitee with respect to, and hold Indemnitee
harmless from and against, all Expenses reasonably incurred by Indemnitee or on behalf of Indemnitee in connection therewith. If Indemnitee
is not wholly successful in defense of 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 law, indemnify Indemnitee against
all Expenses reasonably incurred by Indemnitee or on behalf of Indemnitee 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, on substantive or procedural grounds, or settlement of any such claim prior to a
final judgment by a court of competent jurisdiction with respect to such Proceeding, shall be deemed to be a successful result as to
such claim, issue or matter; provided, however, that any settlement of any claim, issue or matter in such a Proceeding
shall not be deemed to be a successful result as to such claim, issue or matter if such settlement is effected by Indemnitee without
the Company’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned.


 






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6.            Partial
Indemnification. If Indemnitee is entitled under any provision of this Agreement or otherwise to indemnification by the Company for
some or a portion of the Expenses, liabilities, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments
and other charges paid or payable in connection with or in respect of such liabilities, judgments, penalties, fines and amounts paid
in settlement) incurred by Indemnitee or on behalf of Indemnitee in connection with a Proceeding or any claim, issue or matter therein,
in whole or in part, the Company shall, to the fullest extent permitted by law, indemnify Indemnitee to the fullest extent to which Indemnitee
is entitled to such indemnification.


 


7.            Indemnification
for Additional Expenses Incurred to Secure Recovery or as Witness.


 


		(a)	The Company shall, to the fullest extent permitted by law, indemnify Indemnitee with respect to, and hold
Indemnitee harmless from and against, any and all Expenses and, if requested by Indemnitee, shall advance on an as-incurred basis (as
provided in Section 8 of this Agreement) such Expenses to Indemnitee, which are incurred by Indemnitee in connection with
any action or proceeding or part thereof brought by Indemnitee for (i) indemnification or advance payment of Expenses by the Company
under this Agreement, any other agreement, the Certificate of Incorporation or By-laws of the Company as now or hereafter in effect, or
pursuant to indemnification agreements in effect as of the date hereof; or (ii) recovery under any director and officer liability
insurance policies maintained by any Hillman Entity.



 


		(b)	To the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness (or is forced
or asked to respond to discovery requests) in any Proceeding to which Indemnitee is not a party, the Company shall, to the fullest extent
permitted by law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, and the Company will advance on
an as-incurred basis (as provided in Section 8 of this Agreement), all Expenses reasonably incurred by Indemnitee or on behalf
of Indemnitee in connection therewith.



 


8.            Advancement
of Expenses. The Company shall, to the fullest extent permitted by law, pay on a current and as-incurred basis all Expenses incurred
by Indemnitee in connection with any Proceeding in any way connected with, resulting from or relating to Indemnitee’s Corporate
Status. Such Expenses shall be paid in advance of the final disposition of such Proceeding, without regard to whether Indemnitee will
ultimately be entitled to be indemnified for such Expenses and without regard to whether an Adverse Determination (as hereinafter defined)
has been or may be made. Upon submission of a request for advancement of Expenses pursuant to Section 9(c) of this Agreement,
Indemnitee shall be entitled to advancement of Expenses as provided in this Section 8, and such advancement of Expenses shall
continue until such time (if any) as there is a final non-appealable judicial determination that Indemnitee is not entitled to indemnification.
Indemnitee shall repay such amounts advanced if and to the extent that it shall ultimately be determined in a decision by a court of
competent jurisdiction from which no appeal can be taken that Indemnitee is not entitled to be indemnified by the Company for such Expenses.
Such repayment obligation shall be unsecured and shall not bear interest. The Company shall not impose on Indemnitee additional conditions
to advancement or require from Indemnitee additional undertakings regarding repayment. Indemnitee shall, in all events, be entitled to
advancement of Expenses, without regard to Indemnitee’s ultimate entitlement to indemnification, until the final determination
of the Proceeding.


 






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9.            Indemnification Procedures.


 


(a)             Notice
of Proceeding. Indemnitee agrees to notify the Company promptly 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 or advancement
of Expenses hereunder. Any failure by Indemnitee to notify the Company will not relieve the Company of its advancement or indemnification
obligations under this Agreement unless, and only to the extent that, the Company can establish that such omission to notify resulted
in actual and material prejudice to it, which prejudice cannot be reversed or otherwise eliminated without any material negative effect
on the Company, and the omission to notify the Company will, in any event, not relieve the Company from any liability which it may have
to indemnify Indemnitee otherwise than under this Agreement. If, at the time of receipt of any such notice, the Company has a director
and officer liability insurance policy in effect, the Company will promptly notify the relevant insurer in accordance with the procedures
and requirements of such policy.


 


(b)             Defense;
Settlement. Indemnitee shall have the sole right and obligation to control the defense or conduct of any claim or Proceeding with
respect to Indemnitee. The Company shall not, without the prior written consent of Indemnitee, which may be provided or withheld in Indemnitee’s
sole discretion, effect any settlement of any Proceeding against Indemnitee or which, in the opinion of Independent Counsel, could have
been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee unless
(i) such settlement solely involves the payment of money or performance of any obligation by persons other than Indemnitee or any
Affiliate Indemnitor affiliated with Indemnitee and includes an unconditional, full release of Indemnitee and Affiliate Indemnitors by
all relevant parties from all liability on any matters that are the subject of such Proceeding and an acknowledgment that Indemnitee
denies all wrongdoing in connection with such matters and (ii) the Company has fully indemnified the Indemnitee with respect to,
and held Indemnitee harmless from and against, all Expenses and other amounts incurred by Indemnitee or on behalf of Indemnitee in connection
with such Proceeding. The Company shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against
Indemnitee if such settlement is effected by Indemnitee without the Company’s prior written consent, which consent shall not be
unreasonably withheld, delayed or conditioned, unless such settlement solely involves the payment of money or performance of any obligation
by persons other than the Company and includes an unconditional release of the Company by any party to such Proceeding other than the
Indemnitee from all liability on any matters that are the subject of such Proceeding and an acknowledgment that the Company denies all
wrongdoing in connection with such matters; provided, however, that if a Change in Control has occurred, the Company shall be liable
for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel (selected pursuant to Section 9(e)
of this Agreement) has approved the settlement.


 






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(c)              Request
for Advancement; Request for Indemnification.


 


(i)            To
obtain advancement of Expenses under this Agreement, Indemnitee shall submit to the Company a written request therefor, together with
such invoices or other supporting information as may be reasonably requested by the Company and reasonably available to Indemnitee, and,
only to the extent required by applicable law which cannot be waived, an unsecured written undertaking to repay amounts advanced in the
event of a decision by a court of competent jurisdiction from which no appeal can be taken that Indemnitee is not entitled to be indemnified
by the Company for such Expenses. The Company shall make advance payment of Expenses to Indemnitee no later than ten (10) business days
after receipt of the written request for advancement (and each subsequent request for advancement) by Indemnitee. If, at the time of
receipt of any such written request for advancement of Expenses, the Company has a director and officer insurance policy in effect, the
Company will promptly notify the relevant insurer in accordance with the procedures and requirements of such policy. The Company shall
thereafter keep such insurer informed of the status of the Proceeding or other claim (with assistance from the Indemnitee as reasonably
required) and take such other actions, as appropriate to secure coverage of Indemnitee for such claim.


 


(ii)           To
obtain indemnification under this Agreement, at any time before or after submission of a request for advancement pursuant to Section 9(c)(i)
of this Agreement, Indemnitee may submit a written request for indemnification hereunder. The time at which Indemnitee submits a written
request for indemnification shall be determined by the Indemnitee in the Indemnitee’s sole discretion. Once Indemnitee submits such
a written request for indemnification (and only at such time that Indemnitee submits such a written request for indemnification), a Determination
(as hereinafter defined) shall thereafter be made, as provided in and only to the extent required by Section 9(d) of this
Agreement. In no event shall a Determination be made, or required to be made, as a condition to or otherwise in connection with any advancement
of Expenses pursuant to Section 8 and Section 9(c)(i) of this Agreement. If, at the time of receipt of any such
request for indemnification, the Company has a director and officer insurance policy in effect, the Company will promptly notify the relevant
insurer and take such other actions as necessary or appropriate to secure coverage of Indemnitee for such claim in accordance with the
procedures and requirements of such policies.


 






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(d)              Determination.
The Company agrees that Indemnitee shall be indemnified to the fullest extent permitted by law and that no Determination shall be required
in connection with such indemnification unless specifically required by applicable law which cannot be waived. In no event shall a Determination
be required in connection with indemnification for Expenses pursuant to Section 7 of this Agreement or incurred in connection
with any Proceeding or portion thereof with respect to which Indemnitee has been successful on the merits or otherwise. Any decision
that a Determination is required by law in connection with any other indemnification of Indemnitee, and any such Determination, shall
be made within thirty (30) days after receipt of Indemnitee’s written request for indemnification pursuant to Section 9(c)(ii)
and such Determination shall be made either (i) by the Disinterested Directors (as hereinafter defined), even though less than
a quorum, so long as Indemnitee does not request that such Determination be made by Independent Counsel (as hereinafter defined), or
(ii) if so requested by Indemnitee, in Indemnitee’s sole discretion, by Independent Counsel in a written opinion to the Company
and Indemnitee. If a Determination is made that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within
ten (10) business 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 Expenses incurred by Indemnitee in so cooperating
with the Disinterested Directors or Independent Counsel, as the case may be, making such determination shall be advanced and borne by
the Company (irrespective of the Determination as to Indemnitee’s entitlement to indemnification). If the person, persons or entity
empowered or selected under this Section 9(d) to determine whether Indemnitee is entitled to indemnification shall not have
made a determination within twenty (20) days after receipt by the Company of the request therefor, the requisite determination of entitlement
to indemnification shall, to the fullest extent not prohibited by law, be deemed to have been made and Indemnitee shall be entitled to
such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to
make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition
of such indemnification under applicable law; provided, however, that such twenty (20) day period may be extended for a
reasonable time, not to exceed an additional twenty (20) 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; and provided, further, that the foregoing provisions of this Section 9(d) shall
not apply if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(e).


 






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(e)              Independent
Counsel. In the event Indemnitee requests that the Determination be made by Independent Counsel pursuant to Section 9(d)
of this Agreement, the Independent Counsel shall be selected as provided in this Section 9(e). The Independent Counsel
shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors, in which event
the Board of Directors shall make such selection on behalf of the Company, subject to the remaining provisions of this Section 9(e)),
and Indemnitee or the Company, as the case may be, shall give written notice to the other, advising the Company or Indemnitee of the
identity of the Independent Counsel so selected. The Company or Indemnitee, as the case may be, may, within five (5) days after such
written notice of selection shall have been received, deliver to Indemnitee or the Company, 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 15 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 a 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 ten (10) days after submission by Indemnitee of a written request for indemnification
pursuant to Section 9(c)(ii) of this Agreement and after a request for the appointment of Independent Counsel has been made,
no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent
jurisdiction 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 court or by such other person as the
court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent
Counsel under Section 9(d) of this Agreement. Upon the due commencement of any judicial proceeding or arbitration pursuant
to Section 9(f) 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). Any expenses incurred by or in connection
with the appointment of Independent Counsel shall be borne by the Company (irrespective of the Determination of Indemnitee’s entitlement
to indemnification) and not by Indemnitee.


 


(f)               Consequences
of Determination; Remedies of Indemnitee. The Company shall be bound by and shall have no right to challenge a Favorable Determination.
If an Adverse Determination is made, or if for any other reason the Company does not make timely indemnification payments or advances
of Expenses, Indemnitee shall have the right to commence a Proceeding before a court of competent jurisdiction to challenge such Adverse
Determination and/or to require the Company to make such payments or advances (and the Company shall have the right to defend its position
in such Proceeding and to appeal any adverse judgment in such Proceeding). Indemnitee shall be entitled to be indemnified for all Expenses
incurred in connection with such a Proceeding and to have such Expenses advanced by the Company in accordance with Section 8
of this Agreement. If Indemnitee fails to challenge an Adverse Determination within twenty (20) business days, or if Indemnitee challenges
an Adverse Determination and such Adverse Determination has been upheld by a final judgment of a court of competent jurisdiction from
which no appeal can be taken, then, to the extent and only to the extent required by such Adverse Determination or final judgment, the
Company shall not be obligated to indemnify Indemnitee under this Agreement.


 






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(g)              Presumptions;
Burden and Standard of Proof. The parties intend and agree that, to the extent permitted by law, in connection with any Determination
with respect to Indemnitee’s entitlement to indemnification hereunder by any person, including a court:


 


(i)            it will be presumed that Indemnitee is entitled to indemnification under this Agreement (notwithstanding any Adverse Determination),
and the Company or any other person or entity challenging such right will 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;


 


(ii)           the termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere
or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee
reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding,
had reasonable cause to believe that Indemnitee’s conduct was unlawful;


 


(iii)          Indemnitee
will be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company, including
financial statements, or on information supplied to Indemnitee by the officers, employees, or committees of the board of directors of
the Company, or on the advice of legal counsel or other advisors (including financial advisors and accountants) for the Company or on
information or records given in reports made to the Company by an independent certified public accountant or by an appraiser or other
expert or advisor selected by the Company; and


 


(iv)          the
knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Company or relevant enterprises will
not be imputed to Indemnitee in a manner that limits or otherwise adversely affects Indemnitee’s rights hereunder.


 


The provisions of this Section
9(g) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have
met the applicable standard of conduct set forth in this Agreement.


 


10.          Remedies of Indemnitee.


 


(a)              In
the event that (i) a determination is made pursuant to Section 9(d) of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 and Section 9(c)(i) of
this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 9(d) of this
Agreement within twenty (20) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is
not made pursuant to Section 5, 6 or 7 of this Agreement within five (5) business days after receipt by the
Company of a written request therefor, (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not
made within five (5) business days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) the Company
or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation
or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to
the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of his entitlement to such indemnification or advancement
of Expenses. Alternatively, Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant
to the Commercial Arbitration Rules of the American Arbitration Association in New York (or JAMS in New York, if requested by the Indemnitee).
The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.


 






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(b)              In the event that a determination shall have been made pursuant to Section 9(d) of this Agreement that Indemnitee is
not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 10 shall be conducted
in all respects as a de novo trial, or arbitration, on the merits, in which (i) Indemnitee shall not be prejudiced by reason
of that adverse determination, and (ii) the Company shall bear the burden of establishing that Indemnitee is not entitled to indemnification.


 


(c)              If
a determination shall have been made pursuant to Section 9(d) 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 10,
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 Delaware corporate law.


 


(d)             The Company shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration
commenced pursuant to this Section 10 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.


 


11.          Insurance; Subrogation; Other Rights of Recovery, etc.


 


		(a)	The Company shall use its reasonable best efforts to purchase and maintain a policy or policies of insurance
with reputable insurance companies with A.M. Best ratings of “A” or better, providing Indemnitee with coverage for any liability
asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf by reason of Indemnitee’s Corporate Status, or arising
out of Indemnitee’s status as such, whether or not the Company would have the power to indemnify Indemnitee against such liability.
Such insurance policies shall have coverage terms and policy limits at least as favorable to Indemnitee
as the insurance coverage provided to any other director and/or officer of the Company. If the Company has such insurance in effect at
the time it receives from Indemnitee any notice of the commencement of an action, suit, proceeding or other claim, the Company shall give
prompt notice of the commencement of such action, suit, proceeding or other claim to the insurers and take such other actions in accordance
with the procedures set forth in the policy as required or appropriate to secure coverage of Indemnitee for such action, suit, proceeding
or other claim. 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 action, suit, proceeding or other claim in accordance with the terms of such policy. The Company
shall continue to provide such insurance coverage to Indemnitee for a period of at least ten (10) years after Indemnitee ceases to serve
as a director or in any other Corporate Status.



 






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		(b)	In the event of any payment by the Company under this Agreement, the Company shall be subrogated to the
extent of such payment to all of the rights of recovery of Indemnitee against any other Hillman Entity, and Indemnitee hereby agrees,
as a condition to obtaining any advancement or indemnification from the Company, to assign the Company all of Indemnitee’s rights
to obtain from such other Hillman Entity such amounts to the extent that they have been paid by the Company to or for the benefit of Indemnitee
as advancement or indemnification under this Agreement and are adequate to indemnify Indemnitee with respect to the costs, Expenses or
other items to the full extent that Indemnitee is entitled to indemnification or other payment hereunder; and Indemnitee will (upon request
by the Company) execute all papers required and use reasonable best efforts to take all action reasonably necessary to secure such rights,
including execution of such documents as are necessary to enable the Company to bring suit or enforce such rights.



 


		(c)	The Company hereby acknowledges that the rights to indemnification, advancement of expenses and/or insurance
provided pursuant to this Agreement may also be provided to certain Indemnitees by one or more of their respective affiliates (other than
the Hillman Entities) or their insurers (collectively, and including, in the case of CCMP Capital Investors III, L.P., CCMP Capital Investors
III (Employee), L.P., CCMP Co-Invest III A, L.P. and CCMP Capital Advisors, LP, each of their respective partners, shareholders, members,
affiliates, associated investment funds, directors, officers, fiduciaries, managers, controlling persons, employees and agents and each
of the partners, shareholders, members, affiliates, associated investment funds, directors, officers, fiduciaries, managers, controlling
persons, employees and agents of each of the foregoing, the “Affiliate Indemnitors”). The Company hereby agrees that,
as between the Company, on the one hand, and the Affiliate Indemnitors, on the other hand, (i) the Company is the full indemnitor of first
resort and the Affiliate Indemnitors are the full indemnitors of second resort with respect to all such indemnifiable claims against such
Indemnitees, whether arising under this Agreement or otherwise (i.e., the obligations of the Company to such Indemnitees are primary and
any obligation of the Affiliate Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred
by such Indemnitees are secondary), (ii) upon receipt by the Company of an undertaking by or on behalf of such Indemnitees to repay such
amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized by this Agreement or otherwise, the
Company shall be required to advance the full amount of expenses incurred by such Indemnitees and shall be liable for the full amount
of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms
of this Agreement (or any other agreement between the Company and such Indemnitees), without regard to any rights such Indemnitees may
have against the Affiliate Indemnitors and (iii) the Company irrevocably waives, relinquishes and releases the Affiliate Indemnitors from
any and all claims against the Affiliate Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof.
The Company agrees to indemnify the Affiliate Indemnitors directly for any amounts that the Affiliate Indemnitors pay as indemnification
or advancement on behalf of any such Indemnitee and for which such Indemnitee may be entitled to indemnification from the Company in connection
with serving as a director and/or officer of the Company. The Company further agrees that no advancement or payment by the Affiliate Indemnitors
on behalf of any such Indemnitee with respect to any claim for which such Indemnitee has sought indemnification from the Company shall
affect the foregoing and the Affiliate Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights
of recovery of such Indemnitee against the Company, and the Company shall cooperate with the Affiliate Indemnitors in pursuing such rights.



 



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		(d)	Except as provided in Sections 11(c), the Company shall not be liable to pay or advance to Indemnitee
any amounts otherwise indemnifiable under this Agreement or under any other indemnification agreement if, and to the extent that, Indemnitee
has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.



 


		(e)	The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee in respect of
or relating to Indemnitee’s service at the request of the Company as a director, officer, employee, fiduciary, trustee, representative,
partner or agent of any other Hillman Entity shall be reduced by any amount Indemnitee has actually received as payment of indemnification
or advancement of Expenses from such other Hillman Entity, except to the extent that such indemnification payments and advance payment
of Expenses when taken together with any such amount actually received from other Hillman Entities or under director and officer insurance
policies maintained by one or more Hillman Entities are inadequate to fully pay all costs, Expenses or other items to the full extent
that Indemnitee is otherwise entitled to indemnification or other payment hereunder.



 


		(f)	Except as provided in Sections 11(c), 11(d) and 11(e) of this Agreement, the
rights to indemnification and advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights
to which Indemnitee may at any time, whenever conferred or arising, be entitled under applicable Delaware corporate law, under the Hillman
Entities’ organizational documents, or under any other agreement, vote of stockholders
or resolution of directors of any Hillman Entity, or otherwise. Indemnitee’s rights under this Agreement are present contractual
rights that fully vest upon Indemnitee’s first service as a director and/or officer of the Company. The Parties hereby agree that
Sections 11(c), 11(d) and 11(e) of this Agreement shall be deemed exclusive and shall be deemed to modify, amend
and clarify any right to indemnification or advancement provided to Indemnitee under any other contract, agreement or document with any
Hillman Entity.



 






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		(g)	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 Indemnitee’s Corporate
Status prior to such amendment, alteration or repeal. To the extent that a change in the General Corporation Law of the State of Delaware
(or other applicable law), whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would
be afforded currently under the Hillman Entities’ organizational documents and this Agreement, it is the intent of the parties hereto
that Indemnitee enjoy by this Agreement the greater benefits so afforded by such change. No change in applicable law shall have the effect
of reducing the benefits available to Indemnitee hereunder based on Delaware law as in effect on the date hereof or as such benefits may
improve as a result of amendments to Delaware law that become effective after the date hereof. 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.



 


12.          Employment
Rights; Successors; Third Party Beneficiaries.


 


		(a)	This Agreement shall not be deemed an employment contract between the Company and Indemnitee. This Agreement
shall continue in force as provided above after Indemnitee has ceased to serve as a director and/or officer of the Company or any other
Corporate Status.



 


		(b)	This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the
benefit of Indemnitee and Indemnitee’s heirs, executors and administrators. If the Company or any of its successors or assigns shall
(i) consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity
of such consolidation or merger or (ii) transfer all or substantially all of its properties and assets to any individual, corporation
or other entity, then, and in each such case, proper provisions shall be made so that the successors and assigns of the Company shall
assume all of the obligations set forth in this Agreement.



 


		(c)	The Affiliate Indemnitors are express third party beneficiaries of this Agreement, are entitled to rely
upon this Agreement, and may specifically enforce the Company’s obligations hereunder (including but not limited to the obligations
specified in Section 11 of this Agreement) as though a party hereunder.



 






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13.          Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for
any reason whatsoever: (i) 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; (ii) 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 (iii) 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.


 


14.          Exception
to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement and except as provided
in Section 7(a) of this Agreement or as may otherwise be agreed by the Company, Indemnitee shall not be entitled to indemnification
or advancement of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee (other than (i) a Proceeding by
Indemnitee (i) by way of defense or counterclaim or other similar portion of a Proceeding, (ii) to enforce any other rights
of Indemnitee to indemnification, advancement or contribution from the Company under this Agreement, or under any other contract, by-laws
or charter or under statute or other law, including any rights under Section 145 of the DGCL, or (iii) after a Change in Control),
unless the bringing of such Proceeding or making of such claim shall have been approved by the Board of Directors or similar governing
body of the Company.


 


15.          Definitions. For purposes of this Agreement:


 


		(a)	“Board of Directors” means the board of directors of the Company.



 


		(b)	“By-laws” means, in each case, the bylaws or similar governing document of the relevant
entity as amended from time to time.



 


		(c)	“Certificate of Incorporation” means, in each case, the certificate of incorporation,
articles of incorporation or similar constituting document as amended from time to time.



 


		(d)	“Change in Control” shall be deemed to have occurred if (i) any “person”
(as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary
holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of
the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “Beneficial Owner”
(as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 20% or more of the total
voting power represented by the Company’s then outstanding Voting Securities, or (ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for
election by the Company’s stockholders was
approved by a vote of at least two-thirds (2/3) 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 a majority thereof,
or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger
or consolidation that would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting
power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation,
or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by
the Company (in one transaction or a series of transactions) of all or substantially all of the Company’s assets.



 






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		(e)	“Corporate Status” describes the status of a person by reason of such person’s
past, present or future service as a director, officer, employee, fiduciary, trustee, or agent of the Company (including, without limitation,
one who serves at the request of the Company as a director, officer, employee, fiduciary, trustee or agent of any other Hillman Entity),
in all cases whether or not Indemnitee is acting or serving in any such capacity or has such status at the time any Expenses are incurred
for which indemnification, advancement or any other right can be provided by this Agreement.



 


		(f)	“Determination” means a determination that either (x) there is a reasonable basis for
the conclusion that indemnification of Indemnitee is proper in the circumstances because Indemnitee met a/the particular standard(s) of
conduct (a “Favorable Determination”) or (y) there is no reasonable basis for the conclusion that indemnification of
Indemnitee is proper in the circumstances because Indemnitee met a/the particular standard(s) of conduct (an “Adverse Determination”).
An Adverse Determination shall include the decision that a Determination was required in connection with indemnification and the decision
as to the applicable standard of conduct.



 


		(g)	“Disinterested Director” means a director of the Company who is not and was not a party
to the Proceeding in respect of which indemnification is sought by Indemnitee and does not otherwise have an interest materially adverse
to any interest of the Indemnitee.



 


		(h)	“Expenses” shall mean all direct and indirect costs, fees and expenses of any type
or nature whatsoever and shall specifically include, without limitation, all reasonable attorneys’ fees, retainers, court costs,
transcript costs, fees and costs of experts, witness fees and costs, travel expenses, duplicating costs, printing and binding costs, telephone
charges, postage, delivery service fees, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or
deemed receipt of any payments under this Agreement, ERISA excise taxes and penalties, and all other 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, including, but not limited to, the premium for appeal bonds, attachment bonds or similar bonds
and all interest, assessments and other charges paid or payable in connection with or in respect of any such Expenses, and shall also
specifically include, without limitation, all reasonable attorneys’ fees and all other expenses incurred by or on behalf of Indemnitee
in connection with preparing and submitting any requests or statements for indemnification, advancement, contribution or any other right
provided by this Agreement. Expenses, however, shall not include amounts of judgments or fines against Indemnitee.



 






     - 14 -


     


    

 


		(i)	“Hillman Entity” means the Company, any of its respective subsidiaries and any other
corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise with respect to which
Indemnitee serves as a director, officer, employee, partner, representative, fiduciary, trustee or agent, or in any similar capacity,
at the request of the Company.



 


		(j)	“Independent Counsel” means, at any time, any law firm, or a member of a law firm,
that (a) is experienced in matters of corporation law and (b) is not, at such time, or has not been in the five years prior to such time,
retained to represent: (i) any Hillman Entity or Indemnitee in any matter material to either such party (other than with respect
to matters concerning Indemnitee under this Agreement, or of other indemnities 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 and to be jointly and severally liable therefor.



 


		(k)	“Proceeding” includes any actual, threatened, pending or completed action, suit, arbitration,
alternate dispute resolution mechanism, investigation (formal or informal), inquiry, administrative hearing or any other actual, threatened,
pending or completed proceeding, whether brought by or in the right of any Hillman Entity or otherwise and whether civil, criminal, administrative
or investigative in nature, in which Indemnitee was, is, may be or will be involved as a party, witness or otherwise, by reason of Indemnitee’s
Corporate Status or by reason of any action taken by Indemnitee or of any inaction on Indemnitee’s part while acting as director,
officer, employee, fiduciary, trustee or agent of any Hillman Entity (in each case whether or not Indemnitee is acting or serving in any
such capacity or has such status at the time any liability or expense is incurred for which indemnification or advancement of Expenses
can be provided under this Agreement). If Indemnitee believes in
good faith that a given situation may lead to or culminate in the institution of a Proceeding, this shall be considered a Proceeding under
this paragraph.



 






     - 15 -


     


    

 


		(l)	“Voting Securities” means any securities of the Company that vote generally in the
election of directors.



 


16.          Construction.
Whenever required by the context, as used in this Agreement the singular number shall include the plural, the plural shall include the
singular, and all words herein in any gender shall be deemed to include (as appropriate) the masculine, feminine and neuter genders.


 


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


 


18.          Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in
a writing identified as such by all of the parties hereto. Except as otherwise expressly provided herein, the rights of a party hereunder
(including the right to enforce the obligations hereunder of the other parties) may be waived only with the written consent of such party,
and no waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether
or not similar) nor shall such waiver constitute a continuing waiver.


 


19.          Notice
Mechanics. All notices, requests, demands or other communications hereunder 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,
or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed:


 


		(a)	If to Indemnitee to:



 


[DIRECTOR/OFFICER
CONTACT INFORMATION]


 


		(b)	If to the Company, to:	 
	 	 	 	 
	 	 	 	c/o The Hillman Group, Inc.

10590 Hamilton Avenue


Cincinnati, Ohio 45231

Attn: Doug Cahill, Doug Roberts





 


	 	 	with a copy to:	Ropes & Gray LLP1211 Avenue of the Americas


New York, NY 10036-8704


Attn: David Blittner, Laura Steinke






 





or to such other address as may have been furnished
(in the manner prescribed above) as follows: (a) in the case of a change in address for notices to Indemnitee, furnished by Indemnitee
to the Company and (b) in the case of a change in address for notices to the Company, furnished by the Company to Indemnitee.


 






     - 16 -


     


    

 


20.          Contribution.
To the fullest extent permissible under Delaware corporate 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 reasonably incurred
Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair
and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by
the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative
fault of the Company (and its other directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or
transaction(s).


 


21.          Governing
Law; Submission to Jurisdiction; Appointment of Agent for Service of Process. This Agreement and the legal relations among the parties
shall, to the fullest extent permitted by law, 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 Court of Chancery of the State
of Delaware (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) waive any objection to the laying of venue of any such action
or proceeding in the Delaware Court, and (iv) 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 otherwise inconvenient forum.


 


22.          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.


 


23.          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.


 


[Remainder of Page Intentionally Blank]


 






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IN WITNESS WHEREOF, the parties
hereto have executed this Agreement on the day and year first above written.


 


	Company:	Hillman solutions corp.
	 	 
	 	By:	 
	 	Name:
	 	Title:


 


	Indemnitee:	 
		
    

    Name: [NAME
    OF INDEMNITEE]



 


[Signature Page to Indemnification Agreement]