Exhibit 10.15


 


INDEMNITY AGREEMENT


 


THIS INDEMNITY AGREEMENT (this “Agreement”)
is made as of [_], 20__, by and between Berkshire Grey, Inc., a Delaware corporation (the “Company”), and [__]
(“Indemnitee”).


 


RECITALS


 


WHEREAS, 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;


 


WHEREAS, 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 any of its subsidiaries from certain liabilities. Although
the furnishing of such insurance has been a customary and widespread practice among United States-based 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 Third Amended
and Restated Certificate of Incorporation (the “Charter”) and the Amended and Restated Bylaws of the Company
(the “Bylaws”) require indemnification of the officers and directors of the Company. Indemnitee may also be
entitled to indemnification pursuant to applicable provisions of the Delaware General Corporation Law (“DGCL”).
The Charter, the Bylaws and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby
contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to
indemnification, hold harmless, exoneration, advancement and reimbursement rights;


 


WHEREAS, the uncertainties relating to such insurance and to
indemnification have increased the difficulty of attracting and retaining such persons;


 


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


 


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


 


WHEREAS, this Agreement is a supplement to and in furtherance
of the Charter and the Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish
or abrogate any rights of Indemnitee thereunder;


 


WHEREAS, Indemnitee may not be willing to serve as an officer
or director, advisor or in another capacity without adequate protection, and the Company desires Indemnitee to serve in such capacity.
Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that
Indemnitee be so indemnified;


 


WHEREAS, Indemnitee has certain rights to indemnification and/or
insurance provided by a venture capital fund or other entity which Indemnitee and such entity intend to be secondary to the primary obligation
of the Company to indemnify Indemnitee as provided herein, with the Company’s acknowledgement and agreement to the foregoing being
a material condition to Indemnitee’s willingness to serve on the Board; and


 






     


     


    

 


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


 


TERMS AND CONDITIONS


 


1. SERVICES TO THE COMPANY. In consideration of the Company’s
covenants and obligations hereunder, Indemnitee will serve or continue to serve as an officer, director, advisor, key employee or in any
other capacity of the Company, as applicable, for so long as Indemnitee is duly elected, appointed or retained or until Indemnitee tenders
Indemnitee’s resignation or until Indemnitee is removed. The foregoing notwithstanding, this Agreement shall continue in full force
and effect after Indemnitee has ceased to serve as a director, officer, advisor, key employee or in any other capacity of 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 an “affiliate” shall mean
a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with,
the person specified.


 


2.2 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.


 


2.3 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.


 


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


 


2.4.1 Acquisition of Stock by Third Party. Other than an affiliate
of RAAC Management LLC, any other Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities
of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities
entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s
securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote
generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below)
and such acquisition would not constitute a Change in Control under part 2.3.3 of this definition;


 


2.4.2 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
stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors on the date hereof
or whose election or nomination for election was previously so approved (collectively, the “Continuing Directors”),
cease for any reason to constitute at least a majority of the members of the Board;


 


2.4.3 Corporate Transactions. The effective date of a merger,
capital stock exchange, asset acquisition, stock 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 50% 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 (as defined below)) in substantially the same proportions
as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors;
(2) other than an affiliate of RAAC Management LLC, no Person (excluding any corporation resulting from such Business Combination)
is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled
to vote generally in the election of directors of the 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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2.4.4 Liquidation. The approval by the stockholders 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


 


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


 


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


 


2.6 “Delaware Court” shall mean the Court
of Chancery of the State of Delaware.


 


2.7 “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.


 


2.8 “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, advisor, employee or agent.


 


2.9 “Exchange Act” shall mean the Securities
Exchange Act of 1934, as amended.


 


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


 


2.11 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, including, without limitation, 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.


 






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2.12 “Independent Counsel” shall mean a law
firm or a member of a law firm with significant experience in matters of corporate law and that neither presently is, nor in the past
five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than
with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements);
or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the
term “Independent Counsel” shall not include any person who, under the applicable standards of professional
conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine
Indemnitee’s rights under this Agreement.


 


2.13 The term “Person” shall have the meaning
as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect on the date hereof; provided, however, that “Person”
shall exclude: (i) the Company; (ii) any Subsidiaries (as defined below) of the Company; (iii) any employment benefit plan
of the Company or of a Subsidiary of the Company or of any corporation owned, directly or indirectly, by the stockholders of the Company
in substantially the same proportions as their ownership of stock of the Company; and (iv) any trustee or other fiduciary holding
securities under an employee benefit plan of the Company or of a Subsidiary of the Company or of 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.


 


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


 


2.15 The term “Subsidiary,” with respect
to any Person, shall mean any 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 and any other
corporation, limited liability company, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was
serving at the request of the Company as an agent.


 


3. INDEMNITY IN THIRD-PARTY PROCEEDINGS.


 


To the fullest extent permitted by applicable law, the Company shall
indemnify and hold harmless 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 and held harmless against all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement
(including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines,
penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection
with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed
to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe
that Indemnitee’s conduct was unlawful.


 






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


 


To the fullest extent permitted by applicable law, the Company shall
indemnify and hold harmless 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 and held harmless against all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including
all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties
and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such
Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to
be in or not opposed to the best interests of the Company. No indemnification shall be made under this Section 4 in respect
of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and
only to the extent that any court in which the Proceeding was brought or the Delaware Court shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.


  


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


 


Notwithstanding any other provisions of this Agreement, 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 and hold harmless Indemnitee against all Expenses actually and reasonably incurred
by Indemnitee or on his or her behalf 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 and hold harmless Indemnitee against all Expenses actually and reasonably incurred
by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is not
wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law, indemnify and hold harmless
Indemnitee against all Expenses reasonably incurred in connection with 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, to the extent
that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or deponent in any Proceeding to which Indemnitee was
or is not a party or threatened to be made a party, Indemnitee shall, to the fullest extent permitted by applicable law, be indemnified
and held harmless against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.


 


7. ADDITIONAL INDEMNIFICATION AND HOLD HARMLESS RIGHTS.


 


Notwithstanding any limitation in Sections 3, 4,
or 5, the Company shall, to the fullest extent permitted by applicable law, indemnify and hold harmless 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 or on his or her behalf in connection with the Proceeding. The parties hereto intend that
this Agreement shall provide to the fullest extent permitted by law for indemnification, provided, however, that no change in the Charter,
the Bylaws or in Delaware law shall have the effect of reducing the benefits available to Indemnitee hereunder based on Delaware law as
in effect on the date of this Agreement.


 






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8. CONTRIBUTION IN THE EVENT OF JOINT LIABILITY; SETTLEMENT.


 


8.1 To the fullest extent permissible under applicable law, if the
indemnification and hold harmless 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 or holding harmless 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. The Company hereby agrees to fully indemnify and hold harmless 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.


 


8.2 The Company shall not enter into any settlement of any Proceeding
in which Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete
and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Proceeding; provided,
however, that Indemnitee will not unreasonably withhold his or her consent to any proposed settlement.


 


8.3 Without diminishing or impairing the obligations of the Company
set forth in Section 8.1, if, for any reason, Indemnitee shall elect or be required by applicable law or court order to pay all
or any portion of any judgment or settlement in any threatened, pending or completed action, suit or proceeding in which the Company is
jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall contribute to the amount
of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion
to the relative benefits received by the Company and all officers, directors or employees of the Company, other than Indemnitee, who are
jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other
hand, from the transaction or events from which such action, suit or proceeding arose; provided, however, that the proportion
determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative
fault of the Company and all officers, directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee
(or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the
transaction or events that resulted in such expenses, judgments, fines or settlement amounts, as well as any other equitable considerations
which applicable law may require to be considered. The relative fault of the Company and all officers, directors or employees of the Company,
other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand,
and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated
by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their
conduct is active or passive.


 


[8.4 The Company hereby acknowledges that Indemnitee has certain rights
to indemnification, advancement of expenses and/or insurance provided by a venture capital fund or other entity and certain of its affiliates
(collectively, the “Fund Indemnitors”).  The Company hereby agrees (i) that it is the indemnitor of first
resort (i.e., its obligations to Indemnitee are primary and any obligation of the Fund Indemnitors to advance expenses or to provide
indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance
the full amount of expenses incurred by Indemnitee 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 and the Charter and/or Bylaws
(or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Fund Indemnitors,
and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors
for contribution, subrogation or any other recovery of any kind in respect thereof.  The Company further agrees that no advancement
or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from
the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent
of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that
the Fund Indemnitors are express third party beneficiaries of the terms of this Section 8.4.]


 






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9. EXCLUSIONS.


 


Notwithstanding any provision in this Agreement, the Company shall
not be obligated under this Agreement to indemnify Indemnitee on account of any Proceeding with respect to which:


 


(a) payment has actually been paid to or on behalf of Indemnitee under
any insurance policy or other indemnity or advancement provision and which payment has not subsequently been returned, except with respect
to any excess beyond the amount actually paid under any insurance policy, contract, agreement, other indemnity or advancement provision
or otherwise;


 


(b) Indemnitee agrees to or is liable for disgorgement of profits made
from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b)
of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law; or


 


(c) except as otherwise provided in Sections 14.5 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 (other than with respect to any compulsory counterclaim brought
by Indemnitee or a Proceeding brought to establish or enforce a right to indemnification, advancement of Expenses, or contribution under
this Agreement) 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 or hold harmless
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.


 


10. ADVANCES OF EXPENSES; DEFENSE OF CLAIM.


 


10.1 Notwithstanding any provision of this Agreement to the contrary,
and to the fullest extent not prohibited by applicable law, the Company shall advance all Expenses incurred by Indemnitee (or reasonably
expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after
the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of
any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest
extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s
ultimate entitlement to be indemnified or held harmless 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 advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to
be indemnified, held harmless or exonerated by the Company under any of the provisions of this Agreement, the Charter and the Bylaws of
the Company, applicable law or otherwise. Any undertakings to repay pursuant to this Section 10 shall be interest free.


 


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


 


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, claim,
issue or matter therein which may be subject to indemnification or hold harmless 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 or hold harmless 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.


 






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12. PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.


 


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


 


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 Indemnitee of the identity of the Independent Counsel so selected an 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 Delaware Court for resolution of any objection
which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment
as Independent Counsel of a person selected by the Delaware Court, and the person with respect to whom all objections are so resolved
or the person so appointed shall act as Independent Counsel under Section 12.1 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 anyone seeking to overcome this presumption shall have the burden of proof to overcome that presumption and the burden of persuasion
to establish by clear and convincing evidence that Indemnitee is not so entitled. Neither the failure of the Company (including by the
Disinterested Directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this
Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual
determination by the Company (including by the Disinterested Directors or Independent Counsel) that Indemnitee has not met such applicable
standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.


 






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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, to the fullest
extent permitted by law, 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.


 


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 of itself adversely
affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which
Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding,
that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful. The Company acknowledges that a settlement
or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption
and uncertainty. In the event that any Proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment
against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or
other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking
to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.


 


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, advisor, 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
ten (10) days after receipt by the Company of a written request therefor, (v) a contribution payment is not made in a timely
manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3 or
4 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification,
or (vii) payment to Indemnitee pursuant to any hold harmless rights under this Agreement or otherwise is not made within ten (10) days
after receipt by the Company of a written request therefor, Indemnitee shall be entitled to an adjudication by the Delaware Court to such
indemnification, hold harmless, contribution or advancement rights. Alternatively, Indemnitee, at Indemnitee’s option, may seek
an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules and Mediation Procedures of
the American Arbitration Association. Except as set forth herein, the provisions of Delaware law (without regard to its conflict of laws
rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award
in arbitration.


 






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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 and held harmless and to receive advancement
of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to be indemnified or held
harmless and to receive advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination
pursuant to Section 12.1 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).


 


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 ten (10) 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 Indemnitee’s rights
under, or to recover damages for breach of, this Agreement or any other indemnification, hold harmless, advancement or contribution agreement
or provision of the Charter or the Bylaws 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 or hold harmless right, advancement, contribution or insurance recovery, as the case may be (unless such
judicial proceeding or arbitration was not brought by Indemnitee in good faith).


  


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


 






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15. SECURITY.


 


Notwithstanding anything herein to the contrary, 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. To the extent that the Company provides such
security for the Company’s indemnification obligations to a director or officer of the Company, Indemnitee shall be provided security
for the Company’s indemnification obligations thereto to the maximum extent available to any director or officer.


 


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 Charter, the Bylaws,
any agreement, a vote of stockholders or a resolution of directors, or otherwise. The Company shall not be liable under this Agreement
to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received
such payment under any insurance policy, contract, agreement or otherwise; provided, however, that the Company agrees that it is the full
indemnitor of first resort with respect to all such indemnifiable claims of Indemnitee, whether arising under this Agreement or otherwise.
No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under
this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) or claim,
issue or matter therein arising out of, or related to, any action taken or omitted by such Indemnitee in Indemnitee’s Corporate
Status prior to such amendment, alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial decision,
permits greater indemnification or hold harmless or advancement of Expenses than would be afforded currently under the Charter, the Bylaws
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.


 


16.2 The Charter, the Bylaws and the DGCL permit the Company to purchase
and maintain insurance or furnish similar protection or make other arrangements including, but not limited to, providing a trust fund,
letter of credit, or surety bond (“Indemnification Arrangements”) on behalf of Indemnitee against any liability
asserted against Indemnitee or incurred by or on behalf of Indemnitee or in such capacity as a director, officer, employee or agent of
the Company, or arising out of Indemnitee’s status as such, whether or not the Company would have the power to indemnify Indemnitee
against such liability under the provisions of this Agreement or under the DGCL, 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, advisor,
employees, or agents of the Company or of any other Enterprise which such person serves at the request of the Company, Indemnitee shall
be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such
director, officer, trustee, partner, managers, managing member, fiduciary, advisor, 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.


 






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16.4 In the event of any payment under this Agreement, the Company,
to the fullest extent permitted by law, shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee,
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, 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 or hold harmless payments or advancement of expenses from such Enterprise. Notwithstanding any other provision
of this Agreement to the contrary, (i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification,
hold harmless, 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, 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, advisor, 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 Indemnitee’s Corporate Status, whether or not Indemnitee is acting in any such capacity at the time
any liability or expense is incurred for which indemnification or advancement can be provided under this Agreement.


 


18. SEVERABILITY.


 


If any provision or provisions of this Agreement shall be held to be
invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions
of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any
such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way
be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (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 Charter
or the Bylaws of the Company 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, 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, advisor, 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.


 






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


 


19.5 The Company and Indemnitee agree herein that a monetary remedy
for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of proof, and further agree that such
breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may, to the fullest extent permitted
by law, enforce this Agreement by seeking, among other things, injunctive relief and/or specific performance hereof, without any necessity
of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be
precluded from seeking or obtaining any other relief to which Indemnitee may be entitled. The Company and Indemnitee further agree that
Indemnitee shall, to the fullest extent permitted by law, be entitled to such specific performance and injunctive relief, including temporary
restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other 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, the Company hereby waives any such requirement of such a bond or undertaking to the fullest extent
permitted by law.


 


20. MODIFICATION AND WAIVER.


 


No supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by the Company and Indemnitee. No waiver of any 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, on such delivery, or (ii) if 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:


 


Berkshire Grey, Inc.


 


140 South Road


Bedford, MA 01730

Attn: VP & General Counsel


  


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


 






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22. APPLICABLE LAW AND CONSENT TO JURISDICTION.


 


This Agreement and the legal relations among the parties shall be governed
by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except
with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement, to the fullest extent
permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising
out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in
the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware
Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the
laying of venue of any such action or proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim
that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject
(in whole or in part) to a jury trial. To the fullest extent permitted by law, the parties hereby agree that the mailing of process and
other papers in connection with any such action or proceeding in the manner provided by Section 21 or in such other manner
as may be permitted by law, shall be valid and sufficient service thereof.


 


23. IDENTICAL COUNTERPARTS.


 


This Agreement may be executed in one or more counterparts, each of
which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one
such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.


 


24. MISCELLANEOUS.


 


Use of the masculine pronoun shall be deemed to include usage of the
feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be
deemed to constitute part of this Agreement or to affect the construction thereof.


 


25. PERIOD OF LIMITATIONS.


 


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


 


26. ADDITIONAL ACTS.


 


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


  


27. MAINTENANCE OF INSURANCE.


 


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


 


[SIGNATURE PAGE FOLLOWS]


 




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


 


	 	Berkshire Grey, Inc. 
	 	 	 
	 	By:	                                
	 	Name: 	 
	 	Title:	 


 


	 	      
	 	Name:	[__]
	 	Address:  	c/o Berkshire Grey, Inc. 

140 South Road

 Bedford, MA 01730  



 


[Signature Page to Indemnity Agreement]


 


 


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