Exhibit
10.4


 


INDEMNITY
AGREEMENT


 


This
INDEMNITY AGREEMENT (this “Agreement”) is effective as of _____, 2021, by and between Pono Capital Corp,
a Delaware corporation (the “Company”), and __________, an individual (“Indemnitee”).


 


RECITALS


 


WHEREAS,
highly competent persons have become more reluctant to serve publicly-held companies and 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 companies and corporations;


 


WHEREAS,
the board of directors of the Company (the “Board”) has determined that, in order to attract and retain qualified
individuals such as Indemnitee, 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;


 


WHEREAS,
the Amended and Restated Certificate of Incorporation (the “Charter”) and the Bylaws (the “Bylaws”)
of the Company 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”);


 


WHEREAS,
the Charter, the Bylaws and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby
contemplate that contracts may be entered into between the Company and members of the Board, 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 and the Charter 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; and


 


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.


 






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NOW,
THEREFORE, in consideration of the premises and the covenants contained herein, among the Company, Indemnitee, and the other parties
thereto, 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 or 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, in each case 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:


 


(a)
“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.


 


(b)
“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.


 


(c)
“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:


 


(i)
Acquisition of Stock by Third Party. Other than Mehana Equity LLC (the “Sponsor”) or any of its affiliates,
any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen
percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the
election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results
solely from a reduction in the aggregate number of outstanding shares 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 (iii) of this definition;


 


(ii)
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;


 


(iii)
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 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 (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 the Sponsor, no
Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen
percent (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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(iv)
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 stockholder 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


 


(v)
Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule
14A of Regulation 14A (or 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.


 


(d)
“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.


 


(e)
“Delaware Court” shall mean the Court of Chancery of the State of Delaware.


 


(f)
“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.


 


(g)
“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, manager, general partner, managing member, fiduciary, employee, or agent.


 


(h)
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.


 


(i)
“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, 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.


 


(j)
“fines” shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan.


 


(k)
“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.


 




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(l)
“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 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.


 


(m)
“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 of Indemnitee is or was a director or officer or other Corporate Status 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 or other Corporate Status 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, 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, but shall not include any Enforcement Proceeding pursuant to Section 14.


 


(n)
“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.


 


(o)
“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.


 


(p)
“to the fullest extent permitted by applicable law and the Charter” shall include but not be limited to: (a)
the fullest extent authorized or permitted by the provisions of the DGCL that authorizes or contemplates additional indemnification by
agreement, or the corresponding provision of any amendment to or replacement of the DGCL, and (b) to the fullest extent authorized or
permitted by any amendments to or replacements of the DGCL law adopted after the date of this Agreement that increase the extent to which
a company or corporation may indemnify its officers and directors.


 


3.
INDEMNITY IN THIRD-PARTY PROCEEDINGS. To the fullest extent permitted by applicable law and the Charter, 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, liabilities, 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 provided, in no event shall Indemnitee be entitled to be indemnified, held
harmless or advanced any amounts hereunder in respect of any Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement
(if any) that Indemnitee may incur by reason of Indemnitee’s actual fraud or intentional misconduct. Indemnitee shall not be found
to have committed actual fraud or intentional misconduct for any purpose of this Agreement unless or until a court of competent jurisdiction
shall have made a finding to that effect consistent with DGCL and the Charter.


 




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4.
INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by applicable law and the Charter,
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 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, hold
harmless or exoneration for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee
shall have been finally adjudged by a court 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, to be held harmless or to exoneration.


 


5.
INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions of this Agreement
except for Section 27, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or a participant
in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or
in part, the Company shall, to the fullest extent permitted by applicable law and the Charter, indemnify, hold harmless and exonerate
Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection therewith. If Indemnitee is not wholly successful
in such Proceeding (or part thereof) but is successful, on the merits or otherwise, in defense of one or more but less than all claims,
issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law and the Charter, indemnify,
hold harmless and exonerate 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 (or part
thereof), the Company also shall, to the fullest extent permitted by applicable law and the Charter, 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 Indemnitee’s Corporate Status, a witness or deponent in any Proceeding to which Indemnitee
was not or is not a party or threatened to be made a party, Indemnitee shall, to the fullest extent permitted by applicable law and the
Charter, be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s
behalf in connection therewith.


 


7.
ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. Notwithstanding any limitation in Sections 3, 4, or 5, and except
for Section 27, the Company shall, to the fullest extent permitted by applicable law and the Charter, 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, 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, liabilities, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection
with any such Proceeding.


 


8.
CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.


 


(a)
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.


 




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(b)
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.


 


(c)
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. 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.


 


9.
EXCLUSIONS. Except as specifically set forth herein, 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 and which payment has not subsequently been returned, 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 any successor rule) or similar provisions of state statutory law or common law;
or


 


(c)
except as otherwise provided in Sections 14(f) and (g) 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 such Proceeding (or any part
of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, hold harmless or exoneration payments pursuant
to the powers vested in the Company under applicable law and the Charter. 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.


 


(a)
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, 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, held harmless or exonerated
under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred (or reasonably expected
by Indemnitee to be incurred by Indemnitee within three months) pursuing an Enforcement Proceeding (as set term is defined in Section
14 below), including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. For the purposes
of this paragraph, assume all references to a “Proceeding” in the definition of Expenses refer an Enforcement Proceeding).
To the fullest extent permitted by applicable law and the Charter, the Indemnitee shall not be required to reimburse the Company such
amounts advanced if it has been determined pursuant to Section 12 (a) that the Indemnitee is not entitled to indemnification and shall
not be required to do so until a final determination has been made with respect to Indemnitee’s entitlement to indemnification
under any such Enforcement Proceeding pursuant to Section 14(c). This Section 10(a) shall not apply to any claim made by Indemnitee for
which an indemnification, hold harmless or exoneration payment is excluded pursuant to Section 9, but shall apply to any Proceeding referenced
in Section 9(b) prior to a final determination that Indemnitee is liable therefor.


 


(b)
The Company will be entitled to participate in the Proceeding at its own expense.


 




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


 


11.
PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.


 


(a)
Indemnitee agrees to notify promptly the Company in writing (including notification by means of electronic mail transmission, to be followed
by physical delivery thereof, together with any documents or copies of such documents regarding the subject matter of the notification)
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, 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.


 


(b)
Indemnitee may deliver to the Company a written application (including delivery by means of electronic mail transmission, to be followed
by physical delivery thereof) 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 Indemnitee’s sole discretion. Following
such a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined according
to Section 12(a) of this Agreement.


 


12.
PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.


 


(a)
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 the Indemnitee: (i) by a majority vote of the Disinterested
Directors, even though less than a quorum of the Board, (ii) by a committee of Disinterested Directors designated by majority vote of
such directors, (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 shareholders by ordinary resolution. 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 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.


 


(b)
In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof,
the Independent Counsel shall be selected as provided in this Section 12(b). 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
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(b) 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(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) 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).


 




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(c)
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.


 


(d)
For the purposes of Section 12, any notification in writing shall be delivered by means of electronic mail transmission, followed by
physical delivery thereof.


 


13.
PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.


 


(a)
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(b) 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 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.


 


(b)
If the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled
to indemnification shall not have made a determination within thirty (30) days after receipt by the Company of the request therefor,
the requisite determination of entitlement to indemnification shall, to the fullest extent permitted by law, be deemed to have been made
and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission
of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification,
or (ii) a 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.


 


(c)
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 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.


 


(d)
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, trustees, general partners, managers or managing members 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 of the Enterprise, 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 of the Enterprise, 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(d) 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.


 




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(e)
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.


 


(a)
In the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable law and the Charter, 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(a) 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(a) 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
or exoneration rights under this Agreement or otherwise is not made in accordance with this Agreement, Indemnitee shall be entitled to
an adjudication by the Delaware Court to such indemnification, hold harmless, exoneration, 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. Such adjudication or arbitration proceeding is referred to herein as “Enforcement
Proceeding.”


 


(b)
In the event that a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is not entitled to
indemnification, any Enforcement Proceeding 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.


 


(c)
In any Enforcement Proceeding, Indemnitee shall be presumed to be entitled to be indemnified, held harmless, and exonerated 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,
held harmless, and exonerated 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(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences
an Enforcement Proceeding, 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).


 


(d)
If a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is entitled to indemnification, the
Company shall be bound by such determination in any Enforcement Proceeding, 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 and the Charter.


 


(e)
The Company shall be precluded from asserting in any Enforcement Proceeding 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.


 




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(f)
The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law against all Expenses (for purposes of
this clause (f), assume all references to a “Proceeding” in the definition of Expenses refer to an Enforcement Proceeding)
and, if requested by Indemnitee, shall (within ten (10) days after the Company’s receipt of such written request) pay to Indemnitee,
to the fullest extent permitted by applicable law and the Charter, such Expenses which are incurred by Indemnitee in connection with
Enforcement Proceeding 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, exoneration, 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,
hold harmless or exoneration right, advancement, contribution or insurance recovery, as the case may be (unless such Enforcement Proceeding
was not brought by Indemnitee in good faith).


 


(g)
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 or on behalf of 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.


 


(a)
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. 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, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under
the Charter, the Bylaws or this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater
benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and
every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other right or remedy.


 


(b)
The DGCL, the Charter and the Bylaws 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.


 


(c)
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, managers, 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.


 




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(d)
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.
No such payment by the Company shall be deemed to relieve any insurer of its obligations.


 


(e)
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.


 


(f)
Notwithstanding anything contained herein, (i) the Company is primary indemnitor and any indemnification or advancement obligation of
the Sponsor or its affiliates is secondary, (ii) the Company shall be required to advance the full amount of Expenses incurred by Indemnitee
and shall be liable for the full amount of all claims, liabilities, damages, losses, costs and expenses (including amounts paid in satisfaction
of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating
or defending against any claim or alleged claim) to the extent legally permitted and as required by the terms of this Agreement, the
Charter or any other agreement, without regard to any rights Indemnitee may have against the Sponsor or its affiliates, as applicable,
and (iii) the Company irrevocably waives, relinquishes and releases the Sponsor and its affiliates, as applicable, from any and all claims
against them for contribution, subrogation or any other recovery of any kind in respect thereof. No advancement or payment by the Sponsor
or its affiliates, as applicable, on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from
the Company shall affect the foregoing, and the Sponsor and its affiliates, as applicable, shall have a right of contribution and be
subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against 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 or Enforcement
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.


 




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19.
ENFORCEMENT AND BINDING EFFECT.


 


(a)
The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in
order to induce Indemnitee to serve as a director, 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.


 


(b)
Without limiting any of the rights of Indemnitee under the Charter or the Bylaws 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.


 


(c)
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),
but subject to such successor’s compliance with Section 19(d), 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 Indemnitee’s
spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.


 


(d)
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.


 


(e)
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.


 


(f)
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.


 




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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, or (iii) if delivered by electronic mail transmission (other than in circumstances where the
physical mailing or delivery of process or documents is required by law), the day on which it is sent.


 


(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:


 


Pono
Capital Corp


Attention:
CEO


643
Ilao Street


Honolulu,
Hawaii 96813


 


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


 


Rimon
P.C.


1717
K Street, NW Suite 900


Washington,
DC


Attn:
Debbie A. Klis


 


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 State of Delaware, without regard to its conflict of laws rules. Except with
respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) 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 (2)
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.
WAIVER OF CLAIMS TO TRUST ACCOUNT. Notwithstanding anything contained herein to the contrary, 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 as of the day and year first above written.


 


	 	PONO
    CAPITAL CORP
	 	 	 
	 	By:
    	 
	 	Name:	Dustin
    Shindo 
	 	Title:	CEO
	 	 	 
	 	INDEMNITEE
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	Address:
    	 


 


[Signature
Page to Indemnity Agreement]


 




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