Exhibit 10.2


 


INDEMNIFICATION AGREEMENT


 


This
Indemnification Agreement (this “Agreement”) is made as of ______, 20__, by and between Katapult Holdings, Inc., a
Delaware corporation (the “Corporation”), and [●] (“Indemnitee”). Capitalized terms used,
but not otherwise defined herein, shall have the meanings set forth in Section 1.


 


RECITALS


 


A. Highly
competent and qualified persons have become more reluctant to serve corporations as directors, officers or in other capacities unless
they are provided with adequate protection through insurance coverage or adequate indemnification against risks of claims and actions
against them arising out of their service to and activities on behalf of the corporation.


 


B. The
board of directors of the Corporation (the “Board”) has determined that, in order to attract and retain competent and
qualified individuals, the Corporation will seek to maintain on an ongoing basis, at its sole expense, directors’ and officers’
liability insurance to protect persons serving the Corporation and its subsidiaries from certain liabilities. However, as a result of
changes in the marketplace for insurance it has become increasingly difficult to obtain directors’ and officers’ liability
insurance on terms providing reasonable protection at reasonable cost. The uncertainties relating to directors’ and officers’
liability insurance have increased the difficulty of attracting and retaining such persons.


 


C. The
Board has determined that the potential inability to attract and retain highly competent and qualified persons to serve the Corporation
would be detrimental to the best interests of the Corporation and its stockholders and that the Corporation should act to assure such
persons that there will be increased certainty of adequate protection against risks of claims and actions against them arising out of
their service to and activities on behalf of the Corporation in the future.


 


D. The
Board has determined that it is reasonable, prudent and necessary for the Corporation to contractually obligate itself to indemnify, 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 Corporation free from undue concern that they will not be so indemnified.


 


E. Indemnitee
has agreed to serve the Corporation in an officer and/or director capacity provided that Indemnitee is provided the protections available
under this Agreement, the Corporation’s Amended and Restated Certificate of Incorporation (as amended, modified, supplemented, restated
or amended and restated from time to time, the “Certificate of Incorporation”), the Corporation’s Amended and
Restated Bylaws (as amended and/or restated from time to time, the “Bylaws”) and directors’ and officers’
liability insurance coverage that is adequate in the present circumstances.


 


F. This
Agreement is a supplement to and in furtherance of any protections provided by the Certificate of Incorporation, 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.
In addition, Indemnitee will be entitled to indemnification pursuant to the Delaware General Corporation Law.


 


NOW
THEREFORE, in consideration of the foregoing and the covenants, promises and representations set forth herein, and for other good and
valuable consideration, including Indemnitee’s agreement to serve as a director and/or officer of the Corporation after the date
hereof, and intending to be legally bound hereby, the parties hereto agree as follows:


 




     


     


    

 


1. Certain
Definitions for Purposes of this Agreement. The following terms as used in this Agreement shall have the meanings set forth below.


 


(a) “Change
in Control” means:


 


(i) merger,
consolidation or reorganization approved by the Corporation’s stockholders, unless securities representing more than 50 percent
of the total and combined voting power of the outstanding voting securities of the successor corporation are immediately thereafter beneficially
owned, directly or indirectly, by the Persons who beneficially owned the Corporation’s outstanding voting securities immediately
prior to such transaction;


 


(ii) the
sale, transfer or other disposition of all or substantially all of the Corporation’s assets as an entirety or substantially as an
entirety, occurring within a 12-month period, and representing, at a minimum, not less than 50 percent of the total gross fair market
value of all assets of the Corporation, to any Person or group of Persons acting in consort, other than a sale, transfer or disposition
to: (A) a stockholder of the Corporation in exchange for or with respect to its capital stock; (B) an entity, 50 percent or more of the
total value or voting power of which is owned, directly or indirectly, by the Corporation; (C) a Person, or more than one Person acting
as a group, that owns, directly or indirectly, 50 percent or more of the total value or voting power of the outstanding stock of the Corporation;
or (D) an entity, at least 50 percent of the total value or voting power of which is owned by a Person described in (C);


 


(iii) any
transaction or series of related transactions pursuant to which any Person or any group of Persons comprising a “group” within
the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than
the Corporation or a Person that, prior to such transaction or series of related transactions, directly or indirectly controls, is controlled
by or is under common control with, the Corporation) becomes directly or indirectly the beneficial owner (within the meaning of Rule 13d-3
of the Exchange Act) of securities possessing (or convertible into or exercisable for securities possessing) more than 50 percent of the
total combined voting power of the Corporation’s securities outstanding immediately after the consummation of such transaction or
series of related transactions, whether such transaction involves a direct issuance from the Corporation or the acquisition of outstanding
securities held by one or more of the Corporation’s stockholders; or


 


(iv) a
change in the composition of the Board over a period of 12 consecutive months or less such that a majority of the Board members ceases,
by reason of one or more contested elections for Board membership, to be comprised of individuals whose election is endorsed by a majority
of the members of the Board immediately before the date of election.


 


A
transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Corporation’s incorporation
or to create a holding company that will be owned in the same proportions by the Persons who held the Corporation’s securities immediately
before such transaction.


 


(b) “Corporation”
includes any domestic or foreign predecessor entity of the Corporation in a merger or other transaction in which the predecessor’s
existence ceased on consummation of the transaction.


 


(c) “Director”
means an individual who is or was a director of the Corporation or an individual who, while a director of the Corporation, is or was serving
at the Corporation’s request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation,
partnership, limited liability company, joint venture, trust, employee benefit plan, or other entity. A Director is considered to be serving
an employee benefit plan at the Corporation’s request if that Director’s duties to the Corporation also impose duties on,
or otherwise involve services by, him or her to the plan or to participants in or beneficiaries of the plan.


 




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(d) “Disinterested
Director” or “Disinterested Officer” means a Director or Officer, respectively, who at the time of a vote or selection
referred to in Section 4(b) or 5(c) is not a party to the Proceeding.


 


(e) “Enterprise”
means (i) the Corporation, (ii) any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that
is an affiliate or wholly or partially owned subsidiary of the Corporation and of which Indemnitee is or was serving as a director, trustee,
general partner, managing member, officer, employee, agent or fiduciary, and (iii) any other corporation, partnership, limited liability
company, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the express written
request of the Corporation as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary.


 


(f) “Expenses”
means any and all direct or indirect retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating
costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of any type
or nature whatsoever reasonably incurred by Indemnitee (including, subject to Section 4(b), reasonable attorneys’ fees) in connection
with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating
in, a Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including
the 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.


 


(g) “Independent
Legal Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently
is, nor in the past five years has been, retained to represent: (i) the Corporation, (ii) Indemnitee, (iii) any affiliate of the Corporation
or Indemnitee, (iv) any member of Indemnitee’s immediate family, (v) any company of which Indemnitee is an executive officer, in
each case in any matter material to such party, or (vi) any other party to the Proceeding giving rise to a claim for indemnification hereunder.
Notwithstanding the foregoing, the term “Independent Legal 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 Corporation or Indemnitee
in an action to determine Indemnitee’s rights under this Agreement.


 


(h) “Liability”
means any obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit
plan), or Expenses actually incurred with respect to a Proceeding.


 


(i) “Officer”
means an individual who is or was an officer of the Corporation or an individual who, while an officer of the Corporation, is or was serving
at the Corporation’s request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation,
partnership, limited liability company, joint venture, trust, employee benefit plan, or other entity. An Officer is considered to be serving
an employee benefit plan at the Corporation’s request if that Officer’s duties to the Corporation also impose duties on, or
otherwise involve services by, him or her to the plan or to participants in or beneficiaries of the plan.


 


(j) “Person”
means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization,
governmental entity or other entity and includes the meaning set forth in Sections 13(d) and 14(d) of the Exchange Act.


 




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(k) “Proceeding”
includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry,
administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of the Corporation
or other Enterprise or otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee was, is or will be
involved as a party or otherwise, by reason of the fact that Indemnitee is or was a Director and/or Officer, by reason of any action taken
by Indemnitee or of any inaction on Indemnitee’s part while acting as a Director and/or Officer, or by reason of the fact that Indemnitee
is or was serving at the request of the Corporation as a director, officer, employee, agent or fiduciary of another Enterprise; in each
case whether or not Indemnitee is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification
can be provided under this Agreement; including one pending on or before the date of this Agreement, but excluding one initiated by Indemnitee
pursuant to this Agreement to enforce Indemnitee’s rights under this Agreement.


 


(l) “Reviewing
Party” shall mean the Person or Persons making the entitlement determination pursuant to Section 5 of this Agreement, and shall
not include a court making any determination under this Agreement or otherwise.


 


2. Basic
Indemnification Arrangement.


 


(a) Obligation
to Indemnify; Standard of Conduct. Except as provided in Sections 2(e), 2(f), 2(g) or 7 below, the Corporation shall indemnify Indemnitee
and hold harmless Indemnitee, to the fullest extent authorized or permitted by applicable law, in the event Indemnitee is, or is threatened
to be, made a party to a Proceeding because he or she is or was a Director or Officer, against any and all Liabilities incurred in the
Proceeding if:


 


(1) Indemnitee
conducted himself or herself in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests
of the Corporation; and


 


(2) in
the case of any criminal Proceeding, Indemnitee had no reasonable cause to believe his or her conduct was unlawful.


 


(b) Service
with Respect to Employee Benefit Plan. Indemnitee’s conduct with respect to an employee benefit plan for a purpose he or she
believed in good faith to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement
of Section 2(a)(1).


 


(c) Reliance
as Safe Harbor. For purposes of any determination hereunder, Indemnitee shall be deemed to have acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal Proceeding, to
have had no reasonable cause to believe Indemnitee’s conduct was unlawful, if Indemnitee’s conduct was taken in good faith
reliance upon: (i) the records or books of account of the Corporation or relevant entity, including financial statements, (ii) information
supplied to Indemnitee by the officers of the Corporation or relevant entity in the course of their duties, (iii) the advice of legal
counsel for the Corporation or relevant entity, or (iv) information or records given or reports made to the Corporation or relevant entity
by an independent certified public accountant, or by an appraiser or other expert selected with reasonable care by the Corporation or
relevant entity. The provisions of this Section 2(c) shall not be deemed to be exclusive or to limit in any way the other circumstances
in which Indemnitee may be deemed to have met the relevant standard of conduct set forth in this Agreement.


 


(d) Termination
of Proceeding Not Determinative. The termination of a Proceeding by judgment, order, settlement, or conviction, or upon a plea of
nolo contendere or its equivalent shall not, of itself, create a presumption or be determinative that Indemnitee is not entitled to indemnification
or reimbursement of Expenses hereunder or otherwise.


 




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(e) Limits
on Indemnification. Unless, and then only to the extent that, a court of competent jurisdiction acting pursuant to Section 6 of this
Agreement or the Delaware General Corporation Law, determines that, in view of the circumstances of the case, Indemnitee is fairly and
reasonably entitled to indemnification, the Corporation shall not indemnify Indemnitee under this Agreement:


 


(1) in
connection with a Proceeding by or in the right of the Corporation, except for reasonable Expenses (including an excise tax assessed with
respect to an employee benefit plan) and amounts paid in settlement not exceeding, in the judgment of the Board, the estimated expense
of litigating the Proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of the Proceeding,
including any appeal thereof; or


 


(2) in
connection with a Proceeding by or in the right of the Corporation with respect to any claim, issue or matter as to which Indemnitee shall
have been adjudged liable to the Corporation.


 


(f) Proceeding
Brought by Indemnitee. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification
or advancement of Expenses under this Agreement with respect to any Proceeding or claim brought or made by Indemnitee against the Corporation
or its Directors, Officers, employees or other indemnitees, other than (i) a Proceeding or claim seeking or defending Indemnitee’s
right to indemnification or advancement of Expenses pursuant to Section 6 of this Agreement or otherwise, or (ii) a Proceeding authorized
by the Board prior to its initiation.


 


(g) Settlements.
The Corporation acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to
avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which Indemnitee is a party is resolved
in any manner other than by adverse judgment against Indemnitee (including settlement of such Proceeding with or without payment of money
or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone
seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.


 


(h) Mandatory
Indemnification. The Corporation shall indemnify Indemnitee to the extent that he or she has been successful, on the merits or otherwise,
in the defense of any Proceeding to which Indemnitee was a party, or in defense of any claim, issue or matter, because Indemnitee is or
was a Director or Officer, against reasonable Expenses incurred by Indemnitee in connection with the Proceeding.


 


3. Contribution.


 


(a) Whether
or not the indemnification provided hereunder is available, in respect of any Proceeding in which the Corporation is jointly liable with
Indemnitee (or would be if joined in such Proceeding), the Corporation shall pay the entire amount of any Expenses, judgments, penalties,
fines or amounts paid or to be paid in settlement of such Proceeding without requiring Indemnitee to contribute to such payment and the
Corporation hereby waives and relinquishes any right of contribution it may have against Indemnitee. The Corporation shall not enter into
any settlement of any Proceeding in which the Corporation 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 without any injunction or other
equitable relief being imposed against Indemnitee.


 




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


 


(c) The
Corporation hereby agrees to indemnify and hold harmless Indemnitee from any claims of contribution which may be brought by officers,
directors or employees of the Corporation, other than Indemnitee, who may be jointly liable with Indemnitee.


 


4. Advances
for Expenses.


 


(a) Obligations
and Requirements. The Corporation shall advance, to the extent not prohibited by applicable law, the Expenses incurred by or on behalf
of Indemnitee in connection with any Proceeding, and such advancement shall be made within thirty (30) days after the receipt by the Corporation
of any statement requesting such advances (which shall include invoices received by Indemnitee in connection with such Expenses but, in
the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause
Indemnitee to waive any privilege (including but not limited to attorney-client privilege) accorded by applicable law shall not be included
with the invoice) from time to time, whether prior to or after final disposition of any Proceeding. Any such statement shall reasonably
evidence the Expenses incurred by Indemnitee. Advances shall be unsecured and interest free. Advances shall be made without regard to
Indemnitee’s ability to repay the expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under
the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce
this right of advancement, including Expenses incurred preparing and forwarding statements to the Corporation to support the advances
claimed. Indemnitee shall qualify for advances upon the execution and delivery to the Corporation of this Agreement, subject to the condition
that if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal,
that Indemnitee is not entitled to be indemnified by the Corporation, Indemnitee shall undertake to the fullest extent permitted by law
to repay the advance. Such undertaking shall be an unlimited general obligation of Indemnitee but need not be secured and shall be accepted
without reference to Indemnitee’s financial ability to make repayment. The right to advances under this Section 4 shall in all events
continue until final disposition of any Proceeding, including any appeal thereof.


 




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(b) Evaluation
of Reasonableness of Expenses. Evaluation as to reasonableness of Expenses of Indemnitee in the specific case shall be made in the
same manner as the determination that indemnification is permissible, as described in Section 5 below, except that if the determination
is made by Independent Legal Counsel, evaluation as to reasonableness of Expenses shall be made by those entitled under Section 5(c)(3)
to select Independent Legal Counsel. Notwithstanding the foregoing sentence, any Expenses claimed by Indemnitee shall be deemed reasonable
if the Reviewing Party fails to make the reasonableness evaluation within thirty (30) days following the Corporation’s receipt of
invoices for specific Expenses to be reimbursed or advanced.


 


5. Authorization
of and Determination of Entitlement to Indemnification.


 


(a) Entitlement
Determination. The Corporation and Indemnitee acknowledge that indemnification of Indemnitee under Section 2 of this Agreement has
been pre-authorized by the Corporation as permitted by the Delaware General Corporation Law. Nevertheless, the Corporation shall not indemnify
Indemnitee under Section 2 unless a separate determination has been made in the specific case that indemnification of Indemnitee is permissible
in the circumstances because Indemnitee has met the relevant standard of conduct set forth in Section 2(a); provided, however, that: (i) no
such entitlement decision need be made prior to the advancement of Expenses; and (ii) regardless of the result or absence of any
such determination, the Corporation shall make any indemnification mandated by Section 2(h) above.


 


(b) To
obtain indemnification (including advancement of Expenses) under this Agreement, Indemnitee shall submit to the Corporation a written
request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably
necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Corporation shall, promptly
upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.


 


(c) Reviewing
Party. The determination referred to in Section 5(a) shall be made, at the election of the Board, by any of the following Reviewing
Parties (unless a Change in Control shall have occurred after Indemnitee first began serving as a Director or Officer, in which case Indemnitee
shall be entitled to designate that the determination shall be made by Independent Legal Counsel selected in the manner set forth in Section
5(d) below):


 


(1) by
the Board by a majority vote of a quorum consisting of Disinterested Directors;


 


(2) by
a majority vote of a committee duly designated by the Board (in which designation Directors who do not qualify as Disinterested Directors
may participate) consisting solely of two or more Disinterested Directors;


 


(3) by
Independent Legal Counsel: (A) Selected in the manner prescribed in paragraph (1) or (2) of this Section 5(c); or (B) if a quorum of Directors
cannot be obtained for purposes of paragraph (1) and the committee cannot be designated under paragraph (2), selected by a majority vote
of the full Board (in which selected Directors who do not qualify as Disinterested Directors may participate); or


 


(4) by
the stockholders of the Corporation, by a majority vote of a quorum consisting of stockholders who were not Parties to that Proceeding
or, if no such quorum is obtainable, by a majority vote of stockholders who were not Parties to that Proceeding.


 




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(d) Selection
of Counsel after Change in Control. If a Change in Control shall have occurred, Independent Legal Counsel shall be selected by Indemnitee
(unless Indemnitee requests that the selection be made in the manner described in Section 5(c)(3)), and Indemnitee shall give written
notice to the Corporation advising it of the identity of the Independent Legal Counsel so selected. In either event, Indemnitee or the
Corporation, as the case may be, may, within fifteen (15) days after the written notice of selection has been given, deliver to the Corporation
or to Indemnitee, as the case may be, a written objection to the selection; provided, however, that the objection may be asserted only
on the ground that the counsel so selected does not meet the requirements of “Independent Legal Counsel” as defined in Section
1 of this Agreement. The objection shall set forth with particularity the factual basis of the assertion. If a written objection is made
and substantiated, the counsel selected may not serve as Independent Legal Counsel unless and until the objection is withdrawn or a court
has determined that the objection is without merit. If, within fifteen (15) days after submission by Indemnitee of a written request for
indemnification, no Independent Legal Counsel shall have been selected and not objected to, either the Corporation or Indemnitee may petition
the court conducting the Proceeding, or another court of competent jurisdiction, for resolution of any objection that shall have been
made by the Corporation or Indemnitee to the other’s selection of Independent Legal Counsel and/or for the appointment as Independent
Legal Counsel of a Person selected by the court or by another Person that the court shall designate, and the Person with respect to whom
all objections are so resolved or the Person so appointed shall act as Independent Legal Counsel under Section 5(c).


 


(e) Cooperation
by Indemnitee. Indemnitee shall cooperate with the Reviewing Party with respect to its determination of Indemnitee’s entitlement
to indemnification, including providing to the Reviewing Party on 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 the
determination. Any Expenses incurred by Indemnitee in so cooperating with the Reviewing Party shall be borne by the Corporation, regardless
of the determination as to Indemnitee’s entitlement to indemnification.


 


(f) If
the Reviewing Party shall not have made a determination within sixty (60) days after receipt by the Corporation of the request therefor,
the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such
indemnification absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification
under applicable law; provided, however, that (x) such 60-day period may be extended for a reasonable time, not to exceed an additional
thirty (30) days, if the Reviewing Party in good faith requires such additional time to obtain or evaluate documentation and/or information
relating thereto; and (y) that the foregoing provisions of this Section 5(f) shall not apply if the determination of entitlement to indemnification
is to be made by the stockholders pursuant to Section 5(c)(4) and if (A) within fifteen (15) days after receipt by the Corporation of
the request for such determination, the Board or the Disinterested Directors, if appropriate, resolve to submit such determination to
the stockholders for their consideration at an annual meeting thereof to be held within seventy-five (75) days after such receipt and
such determination is made thereat, or (B) a special meeting of stockholders is called within fifteen (15) days after such receipt for
the purpose of making such determination, such meeting is held for such purpose within sixty (60) days after having been so called and
such determination is made thereat.


 


(g) Other.


 


(i) In
making a determination with respect to entitlement to indemnification hereunder, the Reviewing Party shall presume that Indemnitee is
entitled to indemnification under this Agreement, and anyone seeking to overcome this presumption shall have the burden of proof and the
burden of persuasion by clear and convincing evidence. Neither the failure of the Corporation (including by its Directors or Independent
Legal 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 Corporation
(including by its Directors or Independent Legal Counsel) that Indemnitee has not met such applicable standard of conduct, shall create
a presumption that Indemnitee has not met the applicable standard of conduct.


 




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(ii) The
Reviewing Party, however chosen, shall make the requested determination as promptly as reasonably practicable after a request for indemnification
is presented.


 


(iii) Any
determination by Independent Legal Counsel under this Section 5 shall be delivered in the form of a written opinion to the Board
with a copy to Indemnitee.


 


(iv) The
Corporation shall pay any and all reasonable fees and expenses of Independent Legal Counsel incurred by the counsel in connection with
acting pursuant to this Section 5, and the Corporation shall pay all reasonable fees and expenses incident to the procedures of this Section
5, regardless of the manner in which such Independent Legal Counsel was selected or appointed.


 


(v) On
the due commencement of any action to seek court-ordered indemnification pursuant to Section 6 of this Agreement, Independent Legal Counsel
shall be discharged and relieved of any further responsibility in that capacity, subject to the applicable standards of professional conduct
then prevailing.


 


6. Court-Ordered
Indemnification and Advances for Expenses.


 


(a) Procedure.
If Indemnitee is a party to a Proceeding, he or she may apply for indemnification or for advances for Expenses to the court conducting
the Proceeding or to another court of competent jurisdiction. For purposes of this Agreement, the Corporation consents to personal jurisdiction
and venue in any court in which is pending a Proceeding to which Indemnitee is a party. Regardless of any determination by the Reviewing
Party that Indemnitee is not entitled to indemnification or to advancement of Expenses or as to the reasonableness of Expenses, and regardless
of any failure by the Reviewing Party to make a determination as to the entitlement or the reasonableness of Expenses, the court’s
review shall be a de novo review. After receipt of an application and after giving any notice it considers necessary, the court may:


 


(1) order
indemnification or the advance for Expenses if it determines that Indemnitee is entitled to indemnification or to advance for Expenses
under this Agreement, the Delaware General Corporation Law or otherwise; or


 


(2) order
indemnification or the advance for Expenses if it determines that, in view of all the relevant circumstances, it is fair and reasonable
to indemnify Indemnitee, or to advance Expenses to Indemnitee, regardless of whether Indemnitee has met the relevant standard of conduct,
complied with the requirements for advancement of Expenses, or been adjudged liable in a Proceeding referred to in Section 2(e) above
(in which case any court-ordered indemnification need not be limited to Expenses incurred by Indemnitee, but may include penalties, fines,
amounts paid in settlement, judgments and any other amounts ordered by the court to be indemnified or advanced).


 


(b) Payment
of Expenses to Seek Court-Ordered Indemnification. If the court determines that Indemnitee is entitled to indemnification or to advance
for Expenses, the Corporation shall pay Indemnitee’s reasonable Expenses to obtain the court-ordered indemnification or advance
for Expenses.


 


7. Limitations
on Indemnification. Regardless of whether Indemnitee has met the relevant standard of conduct set forth in Section 2(a), nothing in
this Agreement shall require or permit indemnification of Indemnitee for any Liability or Expenses incurred in a Proceeding in which a
judgment or other final adjudication establishes that Indemnitee’s actions or omissions to act were material to the cause of action
so adjudicated and constitute:


 




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(a) a
violation of criminal law, unless Indemnitee had reasonable cause to believe his or her conduct was lawful or had no reasonable cause
to believe his or her conduct was unlawful;


 


(b) a
transaction from which Indemnitee derived an improper personal benefit, including, without limitation, any benefits received through the
purchase and sale by Indemnitee of securities of the Corporation within the meaning of Section 16(b) of the Exchange Act, or similar provisions
of state statutory law or common law; or


 


(c) willful
misconduct or a conscious disregard for the best interests of the Corporation in a Proceeding by or in the right of the Corporation to
procure a judgment in its favor or in a Proceeding by or in the right of a stockholder of the Corporation.


 


8. Exclusive
Forum. The Corporation and Indemnitee acknowledge and agree that the sole and exclusive forum for any cause of action brought by the
Corporation or Indemnitee arising under this Agreement shall be the United States District Court for the District of Delaware, if a basis
for federal court jurisdiction is present, or otherwise, at the Delaware Court of Chancery, and the Corporation and Indemnitee each hereby
submit to the personal jurisdiction of such court(s).


 


9. Vested
Rights; Specific Performance. No amendment to the Certificate of Incorporation or Bylaws of the Corporation or any other corporate
action shall in any way limit Indemnitee’s rights under this Agreement. In any Proceeding brought by or on behalf of Indemnitee
to specifically enforce the provisions of this Agreement, the Corporation waives the claim or defense in that Proceeding that the plaintiff
or claimant has an adequate remedy at law, and the Corporation shall not urge in any such Proceeding the claim or defense that an adequate
remedy at law exists. The provisions of this Section 9, however, shall not prevent Indemnitee from seeking a remedy at law in connection
with any breach of this Agreement.


 


10. Liability
Insurance. To the extent the Corporation maintains an insurance policy or policies providing directors’ or officers’ liability
insurance, Indemnitee shall be covered by that policy or those policies, in accordance with its or their terms, to the maximum extent
of the coverage provided under that policy or those policies in effect for any other Director or Officer of the Corporation, as the case
may be.


 


11. Witness
Fees. Notwithstanding any other provision in this Agreement, to the extent that Indemnitee is made a witness in any Proceeding to
which Indemnitee is not a party, because he or she is or was a Director or Officer, the Corporation shall indemnify and hold harmless
Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.


 


12. Security
for Indemnification Obligations. The Corporation may at any time and in any manner, at the discretion of the Board, secure the Corporation’s
obligations to indemnify or advance Expenses to Indemnitee pursuant to this Agreement.


 


13. Non-exclusivity,
No Duplication of Payments. The rights of Indemnitee under this Agreement shall be in addition to any other rights with respect to
indemnification, advancement of Expenses or otherwise that Indemnitee may have under the Certificate of Incorporation or Bylaws, the Delaware
General Corporation Law or otherwise; provided, however, that the Corporation shall not be liable under this Agreement to make any payment
to Indemnitee under this Agreement to the extent Indemnitee has otherwise actually received payment (under any insurance policy, provision
of the Certificate of Incorporation or Bylaws, or otherwise) of the amounts otherwise payable under this Agreement. The Corporation’s
obligation to indemnify or advance Expenses under this Agreement to Indemnitee who is or was serving at the request of the Corporation
as a director, officer, partner, trustee, employee or agent of any other entity shall be reduced by any amount Indemnitee has actually
received as indemnification or advancement of expenses from that other entity.


 




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14. Amendments.
To the extent that the provisions of this Agreement are held to be inconsistent with the provisions of the Delaware General Corporation
Law, the provisions of that statute shall govern. To the extent that the Delaware General Corporation Law is later amended to permit a
Delaware corporation, without the need for stockholder approval, to provide to its directors greater rights to indemnification or advancement
of Expenses than those specifically set forth here, this Agreement shall be deemed amended to require the greater indemnification or more
liberal advancement of Expenses to Indemnitee, in each case consistent with the Delaware General Corporation Law as so amended from time
to time. Otherwise, no supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Corporation
and Indemnitee.


 


15. Subrogation.
In the event of payment under this Agreement, the Corporation shall be subrogated to the extent of that payment to all of the rights of
recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure those rights, including
the execution of documents necessary to enable the Corporation effectively to bring suit to enforce those rights; provided, however, that
any rights of recovery of Indemnitee pursuant to any liability insurance policy separately paid for by Indemnitee shall not be subject
to subrogation under this Section 15 except that any amounts recovered under such policy shall be subject to Section 13 hereof.


 


16. Waiver.
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
(whether or not similar) nor shall such a waiver constitute a continuing waiver.


 


17. Binding
Effect, Etc. This Agreement shall be binding on and inure to the benefit of and be enforceable by the parties to this Agreement and
their respective successors or assigns (including any direct or indirect successor or assign by purchase, merger, consolidation or otherwise
to all or substantially all of the business and/or assets of the Corporation), spouses, heirs, and personal and legal representatives.


 


18. Applicability
of Agreement. This Agreement shall apply retroactively with respect to acts or omissions of Indemnitee occurring since the date that
Indemnitee first became a Director or Officer, and this Agreement shall continue in effect regardless of whether Indemnitee continues
to serve as a Director or Officer, but only in respect of acts or omissions occurring prior to the termination of Indemnitee’s service
as a Director or Officer.


 


19. 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 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 by it;


 


(b) the
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 to this Agreement; and


 


(c) to
the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement
containing any 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 by it.


 




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20. Governing
Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable
to contracts made and to be performed in Delaware without giving effect to the principles of conflicts of laws.


 


21. Headings.
The headings of the Sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement
or to affect the construction of this Agreement.


 


22. Inducement.
The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it under
this Agreement in order to induce Indemnitee to serve or continue to serve as a Director and/or Officer, and the Corporation acknowledges
that Indemnitee is relying on this Agreement in serving as a Director, Officer, employee or agent of the Corporation or, at the request
of the Corporation, as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership,
limited liability company, joint venture, trust, employee benefit plan or other entity.


 


23. Notice
by Indemnitee. Indemnitee agrees promptly to notify the Corporation in writing upon being served with any summons, citation, subpoena,
complaint, indictment, information, or other document relating to any Proceeding or matter which may be subject to indemnification or
advancement of Expenses covered under this Agreement. The failure of Indemnitee so to notify the Corporation shall not relieve the Corporation
of any obligation that it may have to Indemnitee under this Agreement or otherwise.


 


24. Notices.
All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly
given if: (i) delivered by hand and receipted for by the party to whom the notice or other communication shall have been directed;
or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed
if to the Corporation, to the principal office address of the Corporation, or if to Indemnitee, to the address of Indemnitee last on file
with the Corporation, or to any other address that may have been furnished to Indemnitee by the Corporation or to the Corporation by Indemnitee,
as the case may be.


 


25. 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.


 


[Signature page follows.]


 




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The
parties hereto have entered into this Agreement effective as of the date first above written.


 


	 	The Corporation:
	 	 
	 	KATAPULT HOLDINGS, INC.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	Indemnitee:
	 	 
	 	 
	 	[●]
	 	 
	 	Address:  	 
	 	 	 


 


[Signature Page to Katapult Holdings, Inc. Indemnification
Agreement]