Exhibit 10.4


 


INDEMNITY
AGREEMENT


 


THIS
INDEMNITY AGREEMENT (this “Agreement”) is made as of [               ], 2021, by and between Portage Fintech
Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and [                                     ]
(“Indemnitee”).


 


WHEREAS,
highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers, advisors 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 its subsidiaries from certain liabilities. The amended and restated memorandum and articles of association
of the Company (the “Articles”) provide for the indemnification of the officers and directors of the Company.
Indemnitee may also be entitled to indemnification pursuant to applicable Cayman Islands law. The Articles 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 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 Articles of the Company 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, director or advisor without adequate protection, and the Company desires Indemnitee
to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the
Company on the condition that he or she be so indemnified.


 






     

     


    

 


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


 


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


 


		2.	DEFINITIONS



 


As
used in this Agreement:


 


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



 


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



 


		(d)	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:



 


		(i)	Acquisition
                                            of Shares by Third Party. Any Person, other than an affiliate of PFTA I LP (the “Sponsor”),
                                            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, 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, or (2) such acquisition was approved in advance
                                            by the Continuing Directors 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
                                            shareholders was approved by a vote of at least two thirds of the directors then still in
                                            office who were directors on the date hereof or whose election or nomination for election
                                            was previously so approved (collectively, the “Continuing Directors”),
                                            cease for any reason to constitute at least a majority of the members of the Board;



 




    	 	2	 



     


    


 


		(iii)	Corporate
                                            Transactions. The effective date of a merger, share exchange, asset acquisition, share
                                            purchase, reorganization or similar business combination, involving the Company and one or
                                            more businesses (a “Business Combination”), in each case, unless,
                                            following such Business Combination: (1) all or substantially all of the individuals and
                                            entities who were the Beneficial Owners of voting securities of the Company 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 resulting from such Business
                                            Combination (including, without limitation, a corporation which as a result of such transaction
                                            owns the Company or all or substantially all of the Company’s assets either directly
                                            or through one or more Subsidiaries) in substantially the same proportions as their ownership
                                            immediately prior to such Business Combination, of the securities; (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 15% or more of the combined voting power
                                            of the then outstanding securities 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, providing for such Business Combination;



 


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



 


		(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 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.



 


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



 


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



 




    	 	3	 



     


    


 


		(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, advisor, trustee, 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 the 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, supersede as 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)	References
                                            to “fines” shall include any excise tax assessed on Indemnitee
                                            with respect to any employee benefit plan.



 


		(k)	References
                                            to “serving at the request of the Company” shall include any service
                                            as a director, officer, advisor, employee, agent or fiduciary of the Company which imposes
                                            duties on, or involves services by, such director, officer, advisor, 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.



 


		(l)	“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.



 




    	 	4	 



     


    


 


		(m)	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 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 shareholders of the Company in substantially the same proportions
                                            as their ownership of shares 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 shareholders of the Company in substantially
                                            the same proportions as their ownership of shares of the Company.



 


		(n)	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, officer or advisor of the Company,
                                            by reason of any action (or failure to act) taken by him or her or of any action (or failure
                                            to act) on his or her part while acting as a director, officer or advisor of the Company,
                                            or by reason of the fact that he or she is or was serving at the request of the Company as
                                            a director, officer, advisor, 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.



 


		(o)	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.



 


		3.	INDEMNITY
                                            IN THIRD-PARTY PROCEEDINGS



 


To
the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with
the provisions of this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent
or otherwise) in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor, by reason
of Indemnitee’s Corporate Status. Pursuant to this Section 3, Indemnitee shall be indemnified, held harmless and exonerated against
all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other
charges paid or payable in connection with or in respect of such Expenses, judgments, liabilities, fines, penalties and amounts paid
in settlement) actually, and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim,
issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his or her conduct was
unlawful; provided, in no event shall Indemnitee be entitled to be indemnified, held harmless or advanced any amounts hereunder in respect
of any Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (if any) that Indemnitee may incur by reason
of his or her own actual fraud or intentional misconduct. Indemnitee shall not be found to have committed actual fraud or intentional
misconduct for any purpose of this Agreement unless or until a court of competent jurisdiction shall have made a finding to that effect.


 




    	 	5	 



     


    


 


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



 


To
the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with
the provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent
or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s
Corporate Status. Pursuant to this Section 4, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses actually
and reasonably incurred by him or her or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein,
if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the
Company. No indemnification, hold harmless or exoneration for Expenses shall be made under this Section 4 in respect of any claim, issue
or matter as to which Indemnitee shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless
and only to the extent that any court in which the Proceeding was brought or the 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, but subject to Section 27, to the extent that Indemnitee was or is, by reason of Indemnitee’s
Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of
any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law, indemnify,
hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or her in connection therewith. If
Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than
all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold
harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection
with each successfully resolved claim, issue or matter. If Indemnitee is not wholly successful in such Proceeding, the Company also shall,
to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably
incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which Indemnitee was successful. For purposes
of this Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without
prejudice, shall be deemed to be a successful result as to such claim, issue or matter.


 




    	 	6	 



     


    


 


		6.	INDEMNIFICATION
                                            FOR EXPENSES OF A WITNESS



 


Notwithstanding
any other provision of this Agreement, but subject to Section 27, to the extent that Indemnitee is, by reason of his or her Corporate
Status, a witness or deponent in any Proceeding to which Indemnitee is not a party or threatened to be made a party, he or she shall,
to the fullest extent permitted by applicable law, be indemnified, held harmless and exonerated against all Expenses actually and reasonably
incurred by him or her or on his or her behalf in connection therewith.


 


		7.	ADDITIONAL
                                            INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS



 


Notwithstanding
any limitation in Sections 3, 4 or 5, but subject to Section 27, the Company shall, to the fullest extent permitted by applicable law,
indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including
a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties
and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect
of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection
with the Proceeding. No indemnification, hold harmless or exoneration rights shall be available under this Section 7 on account of Indemnitee’s
conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission
not in good faith or which involves intentional misconduct or a knowing violation of the law.


 


		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.



 


		(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, advisors 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.



 




    	 	7	 



     


    


 


		9.	EXCLUSIONS



 


Notwithstanding
any provision in this Agreement, but subject to Section 27, the Company shall not be obligated under this Agreement to make any indemnification,
advance Expenses, hold harmless or exoneration payment in connection with any claim made against Indemnitee:


 


		(a)	for
                                            which payment has actually been received by or on behalf of Indemnitee under any insurance
                                            policy or other indemnity or advancement provision, except with respect to any excess beyond
                                            the amount actually received under any insurance policy, contract, agreement, other indemnity
                                            or advancement provision or otherwise;



 


		(b)	for
                                            an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee
                                            of securities of the Company within the meaning of Section 16(b) of the Exchange Act (or
                                            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, advisors, employees or other indemnitees, unless (i) the Board
                                            authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii)
                                            the Company provides the indemnification, hold harmless or exoneration payment, in its sole
                                            discretion, pursuant to the powers vested in the Company under applicable law.



 


		10.	ADVANCES
                                            OF EXPENSES; DEFENSE OF CLAIM



 


		(a)	Notwithstanding
                                            any provision of this Agreement to the contrary, but subject to 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 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 by the Company under the provisions
                                            of this Agreement, the Articles, applicable law or otherwise. If it shall be determined by
                                            a final judgment or other final adjudication that Indemnitee was not so entitled to indemnification,
                                            any advancement shall be returned to the Company (without interest) by the Indemnitee. 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.



 




    	 	8	 



     


    


 


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



 


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



 


		11.	PROCEDURE
                                            FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION



 


		(a)	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, 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 to indemnify, hold harmless or exonerate
                                            Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time
                                            to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion.
                                            Following such a written application for indemnification by Indemnitee, Indemnitee’s
                                            entitlement to indemnification shall be determined according to Section 12(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 Indemnitee: (i) by a majority vote of the Disinterested Directors,
                                            (ii) by a committee of such 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 (including reasonable attorneys’
                                            fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons
                                            or entity making such determination shall be borne by the Company (irrespective of the determination
                                            as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to
                                            indemnify and to hold Indemnitee harmless therefrom.



 




    	 	9	 



     


    


 


		(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 him
                                            or her 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).



 




    	 	10	 



     


    


 


		(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.



 


		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 he or she reasonably believed to be in or not opposed
                                            to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee
                                            had reasonable cause to believe that his or her conduct was unlawful.



 




    	 	11	 



     


    


 


		(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, manager, officers or advisors 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(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.



 


		(e)	The
                                            knowledge and/or actions, or failure to act, of any other director, officer, advisor, 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, 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 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, exoneration,
                                            contribution or advancement rights. Alternatively, Indemnitee, at his or her 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 Commercial Arbitration Rules and Mediation Procedures of the American
                                            Arbitration Association shall apply to any such arbitration. The Company shall not oppose
                                            Indemnitee’s right to seek any such adjudication or award in arbitration.



 


		(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 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.



 




    	 	12	 



     


    


 


		(c)	In
                                            any judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee
                                            shall be presumed to be entitled to be indemnified, held harmless, exonerated to receive
                                            advancement of Expenses under this Agreement and the Company shall have the burden of proving
                                            Indemnitee is not entitled to be indemnified, held harmless, exonerated and to receive 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 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).



 


		(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 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.



 


		(e)	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.



 


		(f)	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 his or
                                            her rights under, or to recover damages for breach of, this Agreement or any other indemnification,
                                            hold harmless, exoneration, advancement or contribution agreement or provision of the Articles
                                            now or hereafter in effect; or (ii) for recovery or advances under any insurance policy maintained
                                            by any person for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee
                                            ultimately is determined to be entitled to such indemnification, hold harmless or exoneration
                                            right, advancement, contribution or insurance recovery, as the case may be (unless such judicial
                                            proceeding or arbitration was not brought by Indemnitee in good faith).



 


		(g)	Interest
                                            shall be paid by the Company to Indemnitee at the legal rate under New York law for amounts
                                            which the Company indemnifies, holds harmless or exonerates, or 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.



 




    	 	13	 



     


    


 


		15.	SECURITY



 


Notwithstanding
anything herein to the contrary, but subject to 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; PRIORITY OF OBLIGATIONS



 


		(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 Articles,
                                            any agreement, a vote of shareholders or a resolution of directors, or otherwise. No amendment,
                                            alteration or repeal of this Agreement or of any provision hereof shall limit or restrict
                                            any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of
                                            when such Proceeding is first threatened, commenced or completed) or claim, issue or matter
                                            therein arising out of, or related to, any action taken or omitted by such Indemnitee in
                                            his or her Corporate Status prior to such amendment, alteration or repeal. To the extent
                                            that a change in applicable law, whether by statute or judicial decision, permits greater
                                            indemnification, hold harmless or exoneration rights or advancement of Expenses than would
                                            be afforded currently under the Articles or this Agreement, then this Agreement (without
                                            any further action by the parties hereto) shall automatically be deemed to be amended to
                                            require that the Company indemnifies the 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.



 


		(b)	The
                                            Articles permit the Company to purchase and maintain insurance or furnish similar protection
                                            or make other arrangements including, but not limited to, providing a trust fund, letter
                                            of credit, or surety bond (“Indemnification Arrangements”) on behalf
                                            of Indemnitee against any liability asserted against him or her or incurred by or on behalf
                                            of him or in such capacity as a director, officer, advisor, employee or agent of the Company,
                                            or arising out of his or her status as such, whether or not the Company would have the power
                                            to indemnify him or her against such liability under the provisions of this Agreement and
                                            the Articles. 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.



 




    	 	14	 



     


    


 


		(c)	To
                                            the extent that the Company maintains an insurance policy or policies providing liability
                                            insurance for directors, officers, advisors, 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, advisor, 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 use
                                            commercially reasonable efforts 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.



 


		(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,
                                            advisor, 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, but subject to 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, the Company is the primary indemnitor, and any indemnification
                                            or advancement obligation of the Sponsor or its affiliates or members or any other Person
                                            is secondary.



 






    	 	15	 



     


    

 


		17.	DURATION
                                            OF AGREEMENT



 


All
agreements and obligations of the Company contained herein shall continue during the period Indemnitee serves as a director, officer
or advisor of the Company, as applicable, or as a director, officer, advisor, 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 (“Term”) and shall continue thereafter so long as Indemnitee shall be
subject to any possible Proceeding (including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section
14 of this Agreement) by reason of his or her Corporate Status, whether or not he or she 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



 


		(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 Articles 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.



 


		(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), shall continue as to an Indemnitee who has ceased to be a
                                            director, officer, advisor, employee or agent of the Company or a director, officer, advisor,
                                            trustee, general partner, manager, managing member, fiduciary, employee or agent of any other
                                            Enterprise at the Company’s request, and shall inure to the benefit of Indemnitee and
                                            his or her spouse, assigns, heirs, devisees, executors and administrators and other legal
                                            representatives.



 




    	 	16	 



     


    


 


		(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 he or she 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, and 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 parties hereto. No waiver
of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor
shall any waiver constitute a continuing waiver.


 


		21.	NOTICES



 


All
notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given
(i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii)
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:



 


Portage
Fintech Acquisition Corporation


280 Park Avenue, 3rd Floor


New
York, NY 10017


Attention:
Ajay Chowdhery


Email:
chowdhery@sagardholdings.com


 






    	 	17	 



     


    

 


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


 


Kirkland
& Ellis LLP


609 Main Street


Houston,
Texas 77002


Attention: Debbie P. Yee


Email:
debbie.yee@kirkland.com


 


and


 


Sagard
Holdings Inc.


280 Park Avenue, 3F West


New York, NY 10017


Attention: Sagard Legal


Email: legalteam@sagardholdings.com


 


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 New York, 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.


 




    	 	18	 



     


    


 


		24.	MISCELLANEOUS



 


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.	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. Accordingly, Indemnitee acknowledges and agrees that any indemnification provided hereto will
only be able to be satisfied by the Company if (i) the Company has sufficient funds outside of the Trust Account to satisfy its obligations
hereunder or (ii) the Company consummates a Business Combination.


 


		28.	MAINTENANCE
                                            OF INSURANCE



 


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


 




    	 	19	 



     


    


 


		29.	CONFIDENTIAL
                                            INFORMATION



 


The
Indemnitee acknowledges and agrees that the information and data that the Indemnitee obtains concerning the business or affairs of the
Company and its subsidiaries and affiliates (such information, the “Confidential Information,” and such parties, collectively
the “Company Group”) are the property of the Company Group. Therefore, except as may be otherwise required by law
or legal process, the Indemnitee agrees that, during the Term and at all times thereafter, the Indemnitee shall not disclose to any unauthorized
person or use for the Indemnitee’s own purposes any Confidential Information without the prior written consent of the Board. The
Indemnitee shall deliver to the Company or destroy (at the Company’s option), at the expiration of the Term, or at any other time
the Company may request, all memoranda, notes, plans, records, reports, computer files and related back-ups, printouts, software, and
other documents and data (and copies thereof) reflecting or relating to the Confidential Information, or the business of the Company
Group and any other property of the Company Group, in each case, that the Indemnitee may then possess or have under the Indemnitee’s
control. Notwithstanding anything to the contrary in this Section 29, (i) Confidential Information shall not include: (A) information
to the extent that it is or becomes generally available to the public (other than as a result of a disclosure by the Indemnitee) and
(B) information to the extent that it is disclosed to the Indemnitee by a party or person that is not under any obligation to keep
such information confidential; and (ii) if the Indemnitee is required to disclose or discuss Confidential Information by order of
a court of competent jurisdiction, the Indemnitee may disclose such Confidential Information, provided that in such case, the
Indemnitee shall promptly inform the Company in writing of such order prior to any disclosure and shall only disclose Confidential Information
to the extent necessary to comply with any such court order).


 


[SIGNATURE
PAGE FOLLOWS]


 




    	 	20	 



     


    


 


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


 


	 	PORTAGE FINTECH ACQUISITION CORPORATION
	 	 	 
	 	By:	 
	 	Name:	Ajay Chowdhery
	 	Title:  	Chief
    Financial Officer and Chief Operating Officer


 


 


[Signature
Page to Indemnity Agreement]


 




     

     


    


 


	INDEMNITEE
	 
	 	 
	Name:	 	              
	Address:	 	 


 


 


[Signature
Page to Indemnity Agreement]