Exhibit 10.6


 





THIS INDEMNITY AGREEMENT (this “Agreement”)
is made on February 14, 2022.


 


Between:


 


	(1)	A SPAC I Acquisition Corp., a business company incorporated under the laws of the British Virgin Islands
with registered office at Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands (the “Company”);
and
	 	 
	(2)	A SPAC (Holdings) Acquisition Corp., Abuzzal Abusaeri, John Brebeck, Giang Nguyen Hoang and Claudius Tsang
(“Indemnitee” or “Indemnitees”).



 


Whereas:


 


	(A)	Highly competent persons have become more reluctant to serve publicly-held corporations as directors,
officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against
inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;
	 	 
	(B)	The board of directors of the Company (the “Board”) has determined that, in order to attract
and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to
protect persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been
a customary and widespread practice among publicly traded corporations and other business enterprises, the Company believes that, given
current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions.
At the same time, directors, officers and other persons in service to corporations or business enterprises are being increasingly subjected
to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against
the Company or business enterprise itself. The amended and restated articles of association of the Company (the “Articles”)
provide for the indemnification of the officers and directors of the Company. 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 of directors, officers and other persons with respect to indemnification, hold harmless, exoneration, advancement and reimbursement
rights;
	 	 
	(C)	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



 


NOW, THEREFORE, in consideration of the
premises and the covenants contained herein and subject to the provisions of the letter agreement 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 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 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	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 A SPAC (Holdings) Acquisition
Corp., any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing
twenty-five percent (25%) 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 for nomination for election
was previously so approved (collectively, the “Continuing Directors”), cease for any reason to constitute at least a majority
of the members of the Board;



 


		(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 corporation which
as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through
one or more Subsidiaries) 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 A SPAC (Holdings) Acquisition Corp.,
no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 25%
or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the
surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority
of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution
of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;



 






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		(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 or successor schedule or form) promulgated
under the Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement.



 


		2.4	“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.



 


		2.5	“British Virgin Islands Court” shall mean the Courts of the British Virgin Islands.



 


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



 


		2.8	“Exchange Act” shall mean the 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 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	“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.



 






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		2.11	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.






 


		2.12	The term “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of
the Exchange Act as in effect on the date hereof; provided, however, that “Person” shall exclude: (i) the Company;
(ii) any Subsidiaries (as defined below) of the Company; (iii) any employment benefit plan of the Company or of a Subsidiary (as defined
below) of the Company or of any corporation owned, directly or indirectly, by the 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 corporation owned directly or indirectly by the shareholders
of the Company in substantially the same proportions as their ownership of share of the Company.



 


		2.13	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 (including, without limitation, an appeal therefrom), formal or informal, whether brought in the right of the
Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, administrative,
or investigative or related nature, and whether by, in or involving a court or an administrative, other governmental or private entity
or body (including, without limitation, an investigation by the Company or its Board), in which Indemnitee was, is, will or might be involved
as a party or otherwise by reason of (i) 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, (ii) any actual or alleged act or omission or neglect or breach
of duty, including, without limitation, any actual or alleged error or misstatement or misleading statement, which Indemnitee commits
or suffers while acting in any such capacity, or (iii) Indemnitee attempting to establish or establishing a right to indemnification or
advancement of expenses pursuant to this Agreement, the M&As, applicable law or otherwise, 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.



 


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



 






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		3.	INDEMNITY IN THIRD-PARTY PROCEEDINGS



 


To the fullest extent permitted by applicable
law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 3 if Indemnitee
was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding, other than
a Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant
to this Section 3, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses, judgments, liabilities, fines,
penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or
in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee
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 and, in the case of a criminal Proceeding,
had no reasonable cause to believe that his conduct was unlawful.


 


		4.	INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY



 


To the fullest extent permitted by applicable
law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee
was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding by or in the
right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4,
Indemnitee shall be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by 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 final
judgment by a court of competent jurisdiction to be liable to the Company for willful default or fraud in the performance of Indemnitee’s
duty to the Company, unless and only to the extent that any court in which the Proceeding was brought or the British Virgin Islands 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, 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, 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,
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, be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by
him or on his behalf in connection therewith.


 






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



 


		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.



 






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		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, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee
to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company
of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall,
to the fullest extent permitted by law, be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability
to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under
the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce
this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed.
To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall
be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay the advance 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. 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	Indemnitee shall be conclusively presumed to be entitled to indemnification under this Agreement unless
a determination is made that the Indemnitee is not entitled to indemnification under this Agreement, the M&As, applicable law or otherwise
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) 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.



 






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		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 British Virgin Islands
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 British Virgin Islands 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 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 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 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.



 






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		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,
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
five (5) days after receipt by the Company of a written request therefor, (v) a contribution payment is not made in a timely manner pursuant
to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within five (5)
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 five (5) days after receipt by the Company of
a written request therefor, Indemnitee shall be entitled to an adjudication by the British Virgin Islands 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 of the American Arbitration Association. Except as
set forth herein, the provisions of British Virgin 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).



 






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		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 law against
all Expenses and, if requested by Indemnitee, shall (within five (5) days after the Company’s receipt of such written request) pay
to Indemnitee, to the fullest extent permitted by applicable law, such Expenses which are incurred by Indemnitee in connection with any
judicial proceeding or arbitration brought by Indemnitee (i) to enforce his 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 a rate to be agreed between the Company and the
Indemnitee 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 indemnify 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.



 






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		16.2	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, 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 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.



 


		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.



 


		17.	DURATION OF AGREEMENT



 


All agreements and obligations of
the Company contained herein shall continue during the period Indemnitee serves as a director or officer of the Company or as a
director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other corporation, partnership,
joint venture, trust, employee benefit plan or other Enterprise which Indemnitee serves at the request of the Company and shall
continue thereafter so long as Indemnitee shall be subject to any possible Proceeding (including any rights of appeal thereto and
any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason of 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.


 






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		18.	SEVERABILITY



 


If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability
of the remaining provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this
Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision
or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent
of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion
of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that
is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.


 


		19.	ENFORCEMENT AND BINDING EFFECT



 


		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 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 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.



 






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		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:



 


A SPAC I Acquisition Corp.


Level 39, Marina Bay Financial Centre


Tower 2


10 Marina Boulevard, Singapore


Attn: Claudius Tsang


 


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


 


Loeb & Loeb LLP


345 Park Avenue


New York, New York 10154


Attn: Giovanni Caruso, Esq.


 


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


 


		22.	APPLICABLE LAW AND CONSENT TO JURISDICTION



 


This Agreement and the legal relations
among the parties shall be governed by, and construed and enforced in accordance with, the laws of the British Virgin Islands, without
regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this
Agreement, 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 British Virgin Islands Court and not in any other state or federal court
in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the British
Virgin Islands Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection
to the laying of venue of any such action or proceeding in the British Virgin Islands Court; and (d) waive, and agree not to plead or
to make, any claim that any such action or proceeding brought in the British Virgin Islands Court has been brought in an improper or inconvenient
forum, or is subject (in whole or in part) to a jury trial.


 


		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.


 






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		26.	ADDITIONAL ACTS



 


If for the validation of any of the
provisions in this Agreement any act, resolution, approval or other procedure is required, 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.


 


		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.


 


		28.	MAINTENANCE OF INSURANCE



 


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


 


[SIGNATURE PAGE FOLLOWS]


 






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


 


	 	A SPAC I ACQUISITION CORP.




 


	 	By:	/s/ Claudius Tsang




		Name:	Claudius Tsang
		Title:	Chief Executive Officer and Chief Financial Officer



 


	 	INDEMNITEES




 


	 	A SPAC (HOLDINGS) ACQUISITION CORP.




 


	 	By:	/s/Claudius Tsang




		Name:	Claudius Tsang



 


	 	By:	/s/Abuzzal Abusaeri




		Name:	Abuzzal Abusaeri



		Address:	PT Global Mediacom Tbk, MNC Tower 27th Floor, JL Kebon Sirih
No. 17-19, Jakarta Pusat 10340



 


	 	By:	/s/John Brebeck




		Name:	John Brebeck



		Address:	3645 Long Beach Boulevard, Long Beach, CA 90807



 


	 	By:	/s/Giang Hoang Nguyen




		Name:	Giang Hoang Nguyen



		Address:	A1707, 88 Lang Ha Street, Dong Da District, Ha Noi City, Vietnam



 


	 	By:	/s/Claudius Tsang




		Name:	Claudius Tsang



 


[Signature Page to Indemnity Agreement]