Exhibit 10.5


 





INDEMNITY AGREEMENT


 


This INDEMNITY AGREEMENT (this
 “Agreement”) is made as of February 25, 2022, by and between FG Merger Corp., a Delaware corporation (the “Company”),
and each of the undersigned (each, an “Indemnitee”).


 


RECITALS


 


WHEREAS, highly competent
persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided
with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising
out of their service to and activities on behalf of such corporations;


 


WHEREAS, the board
of directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals,
the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company
and its subsidiaries from certain liabilities;


 


WHEREAS, directors,
officers and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming
litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise
itself;


 


WHEREAS, the Amended
and Restated Certificate of Incorporation (the “Charter”) and the Bylaws (the “Bylaws”)
of the Company require indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification
pursuant to applicable provisions of the Delaware General Corporation Law (“DGCL”). The Charter, Bylaws and
the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts
may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification, hold harmless,
exoneration, advancement and reimbursement rights;


 


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


 


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


 


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


 


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


 


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


 






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NOW, THEREFORE, in
consideration of the premises and the covenants contained herein, and subject to the provisions of the letter agreement dated as of February
25, 2022, the Company and Indemnitee do hereby covenant and agree as follows:


 


TERMS AND CONDITIONS


 


1. SERVICES TO THE COMPANY
Indemnitee will serve or continue to serve as an officer, director, advisor, key employee or in any other capacity of the Company, as
applicable, for so long as Indemnitee is duly elected or appointed or retained or until Indemnitee tenders Indemnitee’s resignation
or until Indemnitee is removed. The foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee
has ceased to serve as a director, officer, advisor, key employee or in any other capacity of the Company, in each case as provided in
Section 16. This Agreement, however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service
to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.


 


2. DEFINITIONS. As
used in this Agreement:


 


(a) “agent”
shall mean any person who is or was a director, officer or employee of the Company or a subsidiary of the Company or other person authorized
by the Company to act for the Company, to include such person serving in such capacity as a director, officer, employee, fiduciary or
other official of another corporation, partnership, limited liability company, joint venture, trust or other enterprise at the request
of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company.


 


(b) “Beneficial
Owner” and “Beneficial Ownership” shall have the meanings set forth in Rule 13d-3 promulgated
under the Exchange Act (as defined below) as in effect on the date hereof.


 


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


 


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


 


(ii) Change in Board of
Directors. Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the Board or nomination
for election by the Company’s stockholders was approved by a vote of at least two thirds of the directors then still in office who
were directors on the date hereof or whose election for nomination for election was previously so approved (collectively, the “Continuing
Directors”), cease for any reason to constitute at least a majority of the members of the Board;


 


(iii) Corporate Transactions.
The effective date of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination,
involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following
such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled
to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly,
more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election
of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction
owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined
below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled
to vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any corporation resulting
from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting
power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to
the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the
corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement,
or of the action of the Board of Directors, providing for such Business Combination;


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


(n) “serving at
the request of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company
which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit
plan, its participants or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in
the best interests of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner
 “not opposed to the best interests of the Company” as referred to in this Agreement.


 


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


 


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 Indemnitee’s behalf in connection with such
Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to
be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe
that Indemnitee’s conduct was unlawful.


 


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 Indemnitee or on Indemnitee’s behalf in connection with such
Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to
be in or not opposed to the best interests of the Company. No indemnification, hold harmless or exoneration for Expenses shall be made
under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be
liable to the Company, unless and only to the extent that any court in which the Proceeding was brought or the Delaware Court shall determine
upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and
reasonably entitled to indemnification, to be held harmless or to exoneration.


 






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5. INDEMNIFICATION FOR
EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions of this Agreement except for Section
26, 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 Indemnitee 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 Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter.
If Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law,
indemnify, 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 and without limitation, the termination
of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result
as to such claim, issue or matter.


 


6. INDEMNIFICATION FOR
EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement except for Section 26, to the extent that Indemnitee
is, by reason of Indemnitee’s Corporate Status, a witness or deponent in any Proceeding to which Indemnitee was or is not a party
or threatened to be made a party, Indemnitee shall, to the fullest extent permitted by applicable law, be indemnified, held harmless and
exonerated against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.


 


7. ADDITIONAL INDEMNIFICATION,
HOLD HARMLESS AND EXONERATION RIGHTS. Notwithstanding any limitation in Sections 3, 4, or 5 and except for Section 26, 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, liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments
and other charges paid or payable in connection with or in respect of such Expenses, judgments, liabilities, fines, penalties and amounts
paid in settlement) actually and reasonably incurred by Indemnitee in connection with 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 stockholders 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
or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.


 






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9. ADVANCES OF EXPENSES;
DEFENSE OF CLAIM.


 


(a) Notwithstanding any
provision of this Agreement to the contrary, except for Section 26, 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, held harmless or exonerated by the Company under the provisions of this Agreement, the Charter, the Bylaws,
applicable law or otherwise.


 


(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, liability, fine, penalty or limitation
on Indemnitee without Indemnitee’s prior written consent.


 


10. 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 11(a) of this Agreement.


 


11. 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: (i) if no Change in Control has occurred (x) by a majority vote of the Disinterested Directors, even though less than
a quorum of the Board, (y) by a committee of Disinterested Directors, even though less than a quorum of the Board, or (z) if there are
no Disinterested Directors, or if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a
copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control has occurred, by Independent Counsel in a written opinion
to the Board, a copy of which shall be delivered to Indemnitee. The Company 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.


 






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(b) In the event the
determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 11(a) hereof, the
Independent Counsel shall be selected as provided in this Section 11(b). The Independent Counsel shall be selected by Indemnitee
(unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company
advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the
requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected
by the Board, the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so
selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as
defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days
after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a
written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent
Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement,
and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the
person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel
so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction
has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request
for indemnification pursuant to Section 10(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 11(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant
to Section 13(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).


 


(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.


 


12. 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
10(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 11 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not
have made a determination within thirty (30) days after receipt by the Company of the request therefor, the requisite determination of
entitlement to indemnification shall, to the fullest extent permitted by law, be deemed to have been made and Indemnitee shall be entitled
to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make
Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a final judicial determination
that any or all such indemnification is expressly prohibited under applicable law; provided, however, that such 30-day period may be extended
for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons or entity making the determination with respect
to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or
information relating thereto.


 


(c) The termination of any
Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere
or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of
Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee
reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that
Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.


 






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(d) For purposes of any determination
of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of
account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the directors, trustees, general
partners, managers or managing members of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise,
its Board, any committee of the Board or any director, trustee, general partner, manager or managing member of the Enterprise, or on information
or records given or reports made to the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager
or managing member of the Enterprise, by an independent certified public accountant or by an appraiser or other expert selected by the
Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member. The provisions
of this Section 12(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, 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.


 


13. REMEDIES OF INDEMNITEE.


 


(a) In the event that (i) a
determination is made pursuant to Section 11 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 9 of this Agreement,
(iii) no determination of entitlement to indemnification shall have been made pursuant to Section 11(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 Section
5, 6, 7 or the last sentence of Section 11(a) of this Agreement within ten (10) days after receipt by the Company of a written request
therefor, (v) a contribution payment is not made in a timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification
pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled
to indemnification, or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or otherwise
is not made in accordance with this Agreement, Indemnitee shall be entitled to an adjudication by the Delaware Court to such indemnification,
hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award
in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules and Mediation Procedures of the American
Arbitration Association. Except as set forth herein, the provisions of Delaware law (without regard to its conflict of laws rules) shall
apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.


 


(b) In the event that a determination
shall have been made pursuant to Section 11(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding
or arbitration commenced pursuant to this Section 13 shall be conducted in all respects as a de novo trial, or arbitration, on the merits
and Indemnitee shall not be prejudiced by reason of that adverse determination.


 


(c) In any judicial proceeding
or arbitration commenced pursuant to this Section 13, Indemnitee shall be presumed to be entitled to be indemnified, held harmless, and
exonerated and to receive advancement of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee is
not entitled to be indemnified, held harmless, and exonerated and to receive advancement of Expenses, as the case may be, and the Company
may not refer to or introduce into evidence any determination pursuant to Section 11(a) of this Agreement adverse to Indemnitee for any
purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 13, Indemnitee shall not be required to
reimburse the Company for any advances pursuant to Section 9 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 11(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 13, 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.


 






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(e) The Company shall be precluded
from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 13 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 Charter, or the Bylaws now or hereafter in effect; or (ii) for recovery or advances
under any insurance policy maintained by any person for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee ultimately
is determined to be entitled to such indemnification, hold harmless or exoneration right, advancement, contribution or insurance recovery,
as the case may be (unless such 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 Delaware law for amounts which the Company indemnifies, holds harmless or exonerates,
or advances, or is obliged to indemnify, hold harmless or exonerate or advance for the period commencing with the date on which Indemnitee
requests indemnification, to be held harmless, exonerated, contribution, reimbursement or advancement of any Expenses and ending with
the date on which such payment is made to Indemnitee by the Company.


 


14. SECURITY. Notwithstanding
anything herein to the contrary, except for Section 26, 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.


 


15. NON-EXCLUSIVITY; SURVIVAL
OF RIGHTS; INSURANCE; SUBROGATION.


 


(a) The rights of Indemnitee
as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under
applicable law, the Charter, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment,
alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement
in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) or claim, issue or matter
therein arising out of, or related to, any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to
such amendment, alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial decision, permits
greater indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Charter,
the Bylaws or this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits
so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other
right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other right or remedy.


 


(b) The DGCL, the Charter and
the Bylaws permit the Company to purchase and maintain insurance or furnish similar protection or make other arrangements including,
but not limited to, providing a trust fund, letter of credit, or surety bond (“Indemnification Arrangements”)
on behalf of Indemnitee against any liability asserted against Indemnitee or incurred by or on behalf of Indemnitee or in such capacity
as a director, officer, employee or agent of the Company, or arising out of Indemnitee’s status as such, whether or not the Company
would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement or under the DGCL, as it may
then be in effect. The purchase, establishment, and maintenance of any such Indemnification Arrangement shall not in any way limit or
affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution
and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company
or the other party or parties thereto under any such Indemnification Arrangement.


 






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(c) To the extent that the Company
maintains an insurance policy or policies providing liability insurance for directors, officers, trustees, partners, managers, managing
members, fiduciaries, employees, or agents of the Company or of any other Enterprise which such person serves at the request of the Company,
Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available
for any such director, officer, trustee, partner, managers, managing member, fiduciary, employee or agent under such policy or policies.
If, at the time the Company receives notice from any source of a Proceeding as to which Indemnitee is a party or a participant (as a witness,
deponent or otherwise), the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such
Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all
necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding
in accordance with the terms of such policies.


 


(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.


 


(e) The Company’s obligation
to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company
as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other Enterprise shall be reduced
by any amount Indemnitee has actually received as indemnification, hold harmless or exoneration payments or advancement of expenses from
such Enterprise. Notwithstanding any other provision of this Agreement to the contrary except for Section 25, (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.


 


16. DURATION OF AGREEMENT.
All agreements and obligations of the Company contained herein shall continue during the period Indemnitee serves as a director or officer
of the Company or as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other corporation,
partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee serves at the request of the Company and
shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding (including any rights of appeal thereto and
any Proceeding commenced by Indemnitee pursuant to Section 13 of this Agreement) by reason of Indemnitee’s Corporate Status, whether
or not Indemnitee is acting in any such capacity at the time any liability or expense is incurred for which indemnification or advancement
can be provided under this Agreement.


 


17. 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.


 


18. 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.


 






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(b) Without limiting any of
the rights of Indemnitee under the Charter or Bylaws as they may be amended from time to time, this Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written
and implied, between the parties hereto with respect to the subject matter hereof.


 


(c) The indemnification, hold
harmless, exoneration and advancement of expenses rights provided by or granted pursuant to this Agreement shall be binding upon and be
enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase,
merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), shall continue as to an
Indemnitee who has ceased to be a director, officer, employee or agent of the Company or a director, officer, trustee, general partner,
manager, managing member, fiduciary, employee or agent of any other Enterprise at the Company’s request, and shall inure to the
benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.


 


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


 


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


 


19. MODIFICATION AND WAIVER.
No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Company and Indemnitee.
No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement
nor shall any waiver constitute a continuing waiver.


 


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


FG Merger Corp.


105 S. Maple Street


Itasca, Illinois 60143


Attention: M. Wesley Schrader, Chief Executive Officer


 


With a copy, which shall not constitute notice, to


Loeb & Loeb LLP


345 Park Avenue


New York, New York 10174


Attn: Mitchell S. Nussbaum


  Giovanni Caruso


 


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


 






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21. APPLICABLE LAW AND
CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced
in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration
commenced by Indemnitee pursuant to Section 13(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 20 or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.


 


22. 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.


 


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


 


24. 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.


25. 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.


 


26. 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.


 


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


 


[Signature Page Follows]


 






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


 


	 	FG MERGER CORP.
	 	 
	 	By:	/s/ M. Wesley Schrader
	 	 	Name:  	M. Wesley Schrader
	 	 	Title:	Chief Executive Officer 
	 	 	 
	 	INDEMNITEE:
	 	 
	 	/s/ M. Wesley Schrader
	 	M. Wesley Schrader
	 	 
	 	/s/ D. Kyle Cerminara
	 	D. Kyle Cerminara
	 	 
	 	/s/ Jeff L. Sutton
	 	Jeff L. Sutton
	 	 
	 	/s/ Ryan Turner
	 	Ryan Turner
	 	 
	 	/s/ Hassan R. Baqar
	 	Hassan R. Baqar
	 	 
	 	/s/ Larry G. Swets, Jr.
	 	Larry G. Swets, Jr.
	 	 
	 	/s/ Emily Torres
	 	Emily Torres


 


[Signature Page to Indemnity Agreement]




 






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