Exhibit 10.11


 


Execution Version

 CONFIDENTIAL


 


INDEMNIFICATION AGREEMENT


 


THIS INDEMNIFICATION AGREEMENT,
dated as of November ______, 2022 (the “Effective Date”), is made by and between Appreciate Holdings, Inc., a Delaware corporation
(the “Corporation”) and [___________________] (the “Indemnitee”).


 


BACKGROUND


 


		A.	The Corporation recognizes that competent and experienced
persons are increasingly reluctant to serve or to continue to serve as directors or officers of corporations unless they are protected
by comprehensive liability insurance or indemnification, or both, due to increased exposure to litigation costs and risks resulting from
their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation
of such directors and officers.



 


		B.	The statutes and judicial decisions regarding the duties of
directors and officers are often difficult to apply, ambiguous, or conflicting, and therefore fail to provide such directors and officers
with adequate, reliable knowledge of legal risks to which they are exposed or information regarding the proper course of action to take.



 


		C.	The Corporation and Indemnitee recognize that plaintiffs often
seek damages in such large amounts and the costs of litigation may be so enormous (whether or not the case is meritorious), that the
defense and/or settlement of such litigation is often beyond the personal resources of directors and officers.



 


		D.	The Corporation believes that it is unfair for its directors
and officers to assume the risk of huge judgments and other expenses which may occur in cases in which the director or officer received
no personal profit and in cases where the director or officer was not culpable.



 


		E.	The Corporation, after reasonable investigation, has determined
that the liability insurance coverage presently available to the Corporation may be inadequate in certain circumstances to cover all
possible exposure for which Indemnitee should be protected. The Corporation believes that the interests of the Corporation and its stockholders
would best be served by a combination of such insurance and the indemnification by the Corporation of the directors and officers of the
Corporation.



 


		F.	The Corporation’s Bylaws require the Corporation to
indemnify its directors and officers to the fullest extent permitted by the Delaware General Corporation Law (the “DGCL”).
The Bylaws expressly provide that the indemnification provisions set forth therein are not exclusive, and contemplate that contracts
may be entered into between the Corporation and its directors and officers with respect to indemnification.



 


		G.	Section 145 of the DGCL (“Section 145”),
under which the Corporation is organized, empowers the Corporation to indemnify its officers, directors, employees and agents by agreement
and to indemnify persons who serve, at the request of the Corporation, as the directors, officers, employees or agents of other corporations
or enterprises, and expressly provides that the indemnification provided by Section 145 is not exclusive.



 


		H.	Section 102(b)(7) of the DGCL allows a corporation to include
in its certificate of incorporation a provision limiting or eliminating the personal liability of a director for monetary damages in
respect of claims by shareholders and corporations for breach of certain fiduciary duties, and the Corporation has so provided in its
Certificate of Incorporation that each Director shall be exculpated from such liability to the maximum extent permitted by law;



 


		I.	The Board of Directors has determined that contractual indemnification
as set forth herein is not only reasonable and prudent but also promotes the best interests of the Corporation and its stockholders.



 




     


     


    

 


		J.	The Corporation desires and has requested Indemnitee to serve
or continue to serve as a director or officer of the Corporation free from undue concern for unwarranted claims for damages arising out
of or related to such services to the Corporation.



 


		K.	Indemnitee is willing to serve, continue to serve or to provide
additional service for or on behalf of the Corporation on the condition that he is furnished the indemnity provided for herein.



 


AGREEMENT


 


NOW, THEREFORE,
in consideration of the mutual covenants and agreements set forth below, and other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


Section 1. Generally.


 


To the fullest extent permitted by the laws of the State
of Delaware:


 


(a) The
Corporation shall indemnify and hold harmless Indemnitee if Indemnitee was or is a party or witness of or other participant in, or is
threatened to be made a party to or witness of or other participant in, any threatened, pending or completed action, suit or proceeding
or alternative dispute resolution mechanism, or any hearing, inquiry or investigation that the Indemnitee reasonably believes might lead
to the institution of any such action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative,
investigative or other (including any appeal therefrom, and any direct or derivative action by or in the right of the Company) (hereinafter,
a “Claim”), whether civil, criminal, administrative or investigative, (i) by reason of the fact that Indemnitee is or was
or has agreed to serve at the request of the Corporation or any of its Subsidiaries as a director, officer, employee or agent of the Corporation,
or while serving as a director or officer of the Corporation or any of its Subsidiaries, is or was serving or has agreed to serve at the
request of the Corporation or any of its Subsidiaries as a director, officer, employee or agent (which, for purposes hereof, shall include
a trustee, partner or manager or similar capacity) of another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity or (ii) as a direct or indirect result
of any Claim (A) made by any shareholder of the Corporation or any subsidiary of the Corporation against the Indemnitee, or (B) made by
a third party (including any Governmental Authorities) against the Indemnitee based on any misstatement or omission of a material fact
by the Corporation (regardless of whether such misstatement or omission of a material fact was made after the Closing, or prior to the
Closing by the Corporation in connection with the Business Combination) in violation of any duty of disclosure imposed on the Corporation
or any subsidiary of the Corporation by any federal or state securities or common laws (each event as set forth in clauses (i) or (ii),
an “Indemnification Event”) against any and all Expenses (as defined below), judgment, fines, penalties and amounts paid in
settlement reasonably incurred by the Indemnitee in connection with prosecuting, defending, preparing to prosecute or defend, investigating,
or being or preparing to be a witness of, or responding to, or objecting to, a request to provide discovery in, or participating in (including
on appeal) such Claim. For the avoidance of doubt, the foregoing indemnification obligation includes, without limitation, claims for monetary
damages against Indemnitee in respect of an alleged breach of fiduciary duties, to the fullest extent permitted under Section 102(b)(7)
of the DGCL as in existence on the date hereof.


 


(b) The
indemnification provided by this Section 1 shall be from and against expenses (including attorneys’ fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such
action, suit or proceeding and any appeal therefrom, but shall only be provided 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 Corporation, and, with respect to any criminal action, suit or
proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful.


 






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(c)
Notwithstanding the foregoing provisions of this Section 1, in the case of any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was a
director, officer, employee or agent of the Corporation, or while serving as a director or officer of the Corporation, is or was
serving or has agreed to serve at the request of the Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise, no indemnification shall be made in respect of any
claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation unless, and only to the
extent that, the Delaware Court of Chancery or the court in which such action or suit was brought 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 indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.


 


(d) The
termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, 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 Corporation, and, with respect to any criminal action or proceeding, had reasonable
cause to believe that Indemnitee’s conduct was unlawful.


 


Section 2. Successful
Defense; Partial Indemnification. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in Section 1 hereof or in defense of any claim, issue or matter therein, Indemnitee shall be indemnified
against expenses (including attorneys’ fees) actually and reasonably incurred in connection therewith. For purposes of this Agreement
and without limiting the foregoing, if any action, suit or proceeding is disposed of, on the merits or otherwise (including a disposition
without prejudice), without (i) an adjudication that Indemnitee was liable to the Corporation, (ii) a plea of guilty by Indemnitee, (iii)
an adjudication that Indemnitee did not act in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the
best interests of the Corporation, and (iv) with respect to any criminal proceeding, an adjudication that Indemnitee had reasonable cause
to believe Indemnitee’s conduct was unlawful, Indemnitee shall be considered for the purposes hereof to have been wholly successful
with respect thereto.


 


If Indemnitee is entitled
under any provision of this Agreement to indemnification by the Corporation for some or a portion of the expenses (including attorneys’
fees), judgments, fines or amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in
connection with any action, suit, proceeding or investigation, or in defense of any claim, issue or matter therein, and any appeal therefrom
but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify Indemnitee for the portion of such expenses
(including attorneys’ fees), judgments, fines or amounts paid in settlement to which Indemnitee is entitled.


 


Section 3. Determination That Indemnification Is Proper.


 


(a) Any
indemnification hereunder shall (unless otherwise ordered by a court) be made by the Corporation unless a determination is made that indemnification
of such person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section
1(b) hereof. Any such determination shall be made by a court of competent jurisdiction.


 


(b) Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against
public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in a successful defense
of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to the court of
appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.


 




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Section 4. Advance Payment of Expenses; Notification
and Defense of Claim.


 


(a) Expenses
(including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative
action, suit or proceeding, or in connection with an enforcement action pursuant to Section 5(b), shall be paid by the Corporation
in advance of the final disposition of such action, suit or proceeding within fifteen (15) days after receipt by the Corporation of (i)
a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf
of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not
entitled to be indemnified by the Corporation as authorized by this Agreement or otherwise. Such undertaking shall be accepted without
reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free.


 


(b) Promptly
after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to
be made against the Corporation hereunder, notify the Corporation of the commencement thereof. The failure to promptly notify the Corporation
of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the Corporation
from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is materially prejudiced in its defense
of such action, suit or proceeding as a result of such failure.


 


(c) In
the event the Corporation shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, as provided
in this Agreement, the Corporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel
reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such
notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable
to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or
proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding
at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the
Corporation, (ii) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or
position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and Indemnitee in
the conduct of any such defense or (iii) the Corporation shall not, in fact, have employed counsel to assume the defense of such action,
suit or proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Corporation, except as otherwise
expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense
of any claim brought by or in the right of the Corporation or as to which counsel for the Corporation or Indemnitee shall have reasonably
made the conclusion provided for in clause (ii) above. The Corporation shall conduct the defense of such
Claim in good faith and in consultation with the Indemnitee and legal counsel, and the Corporation shall not settle any claim against
the Indemnitee without the express written consent of the Indemnitee which shall not be unreasonably withheld


 


(d) Notwithstanding
any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status
with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which
Indemnitee is or was serving or has agreed to serve at the request of the Corporation, a witness or otherwise participates in any action,
suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation shall indemnify Indemnitee
against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf
in connection therewith.


 


Section 5. Procedure for Indemnification


 


(a)
To obtain indemnification, Indemnitee shall promptly 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 Corporation shall, promptly upon receipt of such a request for
indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification.


 






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(b) The
Corporation’s determination whether to grant Indemnitee’s indemnification request shall be made promptly, and in any event
within 60 days following receipt of a request for indemnification pursuant to Section 5(a). The right to indemnification as granted
by Section 1 of this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction if the Corporation denies such
request, in whole or in part, or fails to respond within such 60-day period. It shall be a defense to any such action (other than an action
brought to enforce a claim for the advance of costs, charges and expenses under Section 4 hereof where the required undertaking,
if any, has been received by the Corporation) that Indemnitee has not met the standard of conduct set forth in Section 1 hereof,
but the burden of proving such defense by clear and convincing evidence shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors or one of its committees, its independent legal counsel, and its stockholders) to have made a determination
prior to the commencement of such action that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met
the applicable standard of conduct set forth in Section 1 hereof, nor the fact that there has been an actual determination by the
Corporation (including its Board of Directors or one of its committees, its independent legal counsel, and its stockholders) that Indemnitee
has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has or has not
met the applicable standard of conduct. The Indemnitee’s expenses (including attorneys’ fees) incurred in connection with
successfully establishing Indemnitee’s right to indemnification, in whole or in part, in any such proceeding or otherwise shall
also be indemnified by the Corporation.


 


(c) The
Indemnitee shall be presumed to be entitled to indemnification under this Agreement upon submission of a request for indemnification pursuant
to this Section 5, and the Corporation shall have the burden of proof in overcoming that presumption in reaching a determination
contrary to that presumption. Such presumption shall be used as a basis for a determination of entitlement to indemnification unless the
Corporation overcomes such presumption by clear and convincing evidence.


 


Section 6. Insurance and Subrogation.


 


(a) The
Corporation shall purchase and maintain insurance on behalf of Indemnitee who is or was or has agreed to serve at the request of the Corporation
as a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted
against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status
as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this
Agreement. If the Corporation has such insurance in effect at the time the Corporation receives from Indemnitee any notice of the commencement
of a proceeding, the Corporation shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the
procedures set forth in the policy. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to
pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy.


 


(b) In
the event of any payment by the Corporation under this Agreement, the Corporation shall be subrogated to the extent of such payment to
all of the rights of recovery of Indemnitee with respect to any insurance policy, 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 Corporation to bring suit to enforce
such rights in accordance with the terms of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably
incurred by Indemnitee in connection with such subrogation.


 


(c)
The Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder
(including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the
extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract,
agreement or otherwise.


 






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Section 7. Non-Exclusivity
of Rights. The rights of indemnification 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 Certificate of Incorporation (as may be amended from time- to-time),
the Bylaws, any agreement, a vote of stockholders, a resolution of directors of the Corporation, 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 action taken or omitted by such Indemnitee prior to such amendment, alteration or repeal. To the extent that a change in the DGCL,
whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the Certificate of Incorporation
(as may be amended from time-to-time), Bylaws and 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.


 


Section 8. Certain Definitions. For purposes of
this Agreement, the following definitions shall apply:


 


(a) The
term “action, suit or proceeding” shall be broadly construed and shall include, without limitation, the investigation, preparation,
prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed claim,
action, suit or proceeding, whether civil, criminal, administrative or investigative.


 


(b) The
term “by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Corporation, or while serving
as a director or officer of the Corporation, is or was serving or has agreed to serve at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise”
shall be broadly construed and shall include, without limitation, any actual or alleged act or omission to act.


 


(c) The
term “expenses” shall be broadly and reasonably construed and shall include, without limitation, all direct and indirect costs
of any type or nature whatsoever (including, without limitation, all attorneys’ fees and related disbursements, retainers, court
costs, transcript costs, fees of experts, witness fees, appeal bonds, travel expenses and other out-of-pocket costs and reasonable compensation
for time spent by Indemnitee for which Indemnitee is not otherwise compensated by the Corporation or any third party, provided that the
rate of compensation and estimated time involved is approved by the Board of Directors, which approval shall not be unreasonably withheld),
of the type customarily incurred in connection the preparation, investigation, participation in, defense or appeal of a proceeding or
establishing or enforcing a right to indemnification under this Agreement, Section 145 of the General Corporation Law of the State of
Delaware or otherwise.


 


(d) The
term “judgments, fines and amounts paid in settlement” shall be broadly construed and shall include, without limitation, all
direct and indirect payments of any type or nature whatsoever (including, without limitation, all penalties and amounts required to be
forfeited or reimbursed to the Corporation), as well as any penalties or excise taxes assessed on a person with respect to an employee
benefit plan).


 


(e)
The term “Corporation” shall include, without limitation and in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had
continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who
is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Agreement with respect to
the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate
existence had continued.


 






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 (f) The term “other enterprises” shall include, without limitation, employee benefit plans.




 


(g) The
term “serving at the request of the Corporation” shall include, without limitation, any service as a director, officer, employee
or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to
an employee benefit plan, its participants or beneficiaries.


 


(h) A
person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation”
as referred to in this Agreement.


 


Section 9. Limitation
on Indemnification. Notwithstanding any other provision herein to the contrary, the Corporation shall not be obligated pursuant to
this Agreement:


 


(a) Claims
Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding (or part thereof)
initiated by Indemnitee, except with respect to an action, suit or proceeding brought to establish or enforce a right to indemnification
(which shall be governed by the provisions of Section 9(b) of this Agreement), unless such action, suit or proceeding (or part thereof)
was authorized or consented to by the Board of Directors of the Corporation.


 


(b) Action
for Indemnification. To indemnify Indemnitee for any expenses incurred by Indemnitee with respect to any action, suit or proceeding instituted
by Indemnitee to enforce or interpret this Agreement, unless Indemnitee is successful in establishing Indemnitee’s right to indemnification
in such action, suit or proceeding, in whole or in part, or unless and to the extent that the court in such action, suit or proceeding
shall determine that, despite Indemnitee’s failure to establish their right to indemnification, Indemnitee is entitled to indemnity
for such expenses; provided, however, that nothing in this Section 9(b) is intended to limit the Corporation’s obligation with respect
to the advancement of expenses to Indemnitee in connection with any such action, suit or proceeding instituted by Indemnitee to enforce
or interpret this Agreement, as provided in Section 4 hereof.


 


(c) Section
16 Violations. To indemnify Indemnitee on account of any proceeding with respect to which final judgment is rendered against Indemnitee
for payment or an accounting of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 16(b) of
the Securities Exchange Act of 1934, as amended, or any similar successor statute.


 


(d) Non-compete
and Non-disclosure. To indemnify Indemnitee in connection with proceedings or claims involving the enforcement of non-compete and/or non-disclosure
agreements or the non-compete and/or non-disclosure provisions of employment, consulting or similar agreements the Indemnitee may be a
party to with the Corporation, or any subsidiary of the Corporation or any other applicable foreign or domestic corporation, partnership,
joint venture, trust or other enterprise, if any.


 


Section 10. Certain
Settlement Provisions. The Corporation shall have no obligation to indemnify Indemnitee under this Agreement for amounts paid in settlement
of any action, suit or proceeding without the Corporation’s prior written consent, which shall not be unreasonably withheld. The
Corporation shall not settle any action, suit or proceeding in any manner that would impose any fine or other obligation on Indemnitee
without Indemnitee’s prior written consent, which shall not be unreasonably withheld.


 


Section
11. Savings Clause. If any provision or provisions of this Agreement shall be invalidated on any ground by any court of
competent jurisdiction, then the Corporation shall nevertheless indemnify Indemnitee as to costs, charges and expenses (including
attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether
civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the full extent
permitted by any applicable portion of this Agreement that shall not have been invalidated and to the full extent permitted by
applicable law.


 






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Section 12. Contribution.
In order to provide for just and equitable contribution in circumstances in which the indemnification provided for herein is held by a
court of competent jurisdiction to be unavailable to Indemnitee in whole or in part, it is agreed that, in such event, the Corporation
shall, to the fullest extent permitted by law, contribute to the payment of Indemnitee’s costs, charges and expenses (including
attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, in an amount that is just and equitable in the circumstances, taking into account, among other
things, (a) the relative benefits received by the Corporation and Indemnitee as a result of the event(s) and/or transaction(s) giving
cause to such action, suit or proceeding; (b) the relative fault of the Corporation (and its directors, officers, employees and agents)
and Indemnitee in connection with such event(s) and/or transaction(s) and/or (c) contributions by other directors and officers of the
Corporation or others pursuant to indemnification agreements or otherwise; provided, that, without limiting the generality of the foregoing,
such contribution shall not be required where such holding by the court is due to (i) the failure of Indemnitee to meet the standard of
conduct set forth in Section 1 hereof, or (ii) any limitation on indemnification set forth in Section 6(c), 8 or 9
hereof.


 


Section 13. Form
and Delivery of Communications. Any notice, request or other communication required or permitted to be given to the parties under
this Agreement shall be in writing and either delivered in person or sent by telecopy, telex, telegram, overnight mail or courier service,
or certified or registered mail, return receipt requested, postage prepaid, to the parties at the following addresses (or at such other
addresses for a party as shall be specified by like notice):


 


If to the Corporation:


 


Appreciate Holdings, Inc


6101 Baker Road, Suite 200


Minnetonka, Minnesota 55345


Attn: Jessica Kopischke


Email: jkopischke@renterswarehouse.com


 


with a copy (which shall not constitute notice) to:


 


Winthrop & Weinstine


Capella Tower, Suite 3500


225
South Sixth Street


Minneapolis, MN 55402


Attn: Dean D. Willer; Philip T. Colton


Email: dwiller@winthrop.com; pcolton@winthrop.com


 


If to Indemnitee:


 


________________________


________________________


________________________


Email:


 


Section 14. Subsequent
Legislation. If the General Corporation Law of Delaware is amended after adoption of this Agreement to expand further the indemnification
permitted to directors or officers, then the Corporation shall indemnify Indemnitee to the fullest extent permitted by the General Corporation
Law of Delaware, as so amended.


 




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Section 15. Enforcement.
The Corporation shall be precluded from asserting in any judicial proceeding that the procedures and presumptions of this Agreement are
not valid, binding and enforceable. The Corporation agrees that its execution of this Agreement shall constitute a stipulation by which
it shall be irrevocably bound in any court of competent jurisdiction in which a proceeding by Indemnitee for enforcement of his rights
hereunder shall have been commenced, continued or appealed, that its obligations set forth in this Agreement are unique and special, and
that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and irremediable injury to Indemnitee,
for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity
with respect to breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance
by the Corporation of its obligations under this Agreement.


 


Section 16. Interpretation
of Agreement. It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide indemnification
to Indemnitee to the fullest extent now or hereafter permitted by law.


 


Section 17. Entire
Agreement. This Agreement and the documents expressly referred to herein constitute the entire agreement between the parties hereto
with respect to the matters covered hereby, and any other prior or contemporaneous oral or written understandings or agreements with respect
to the matters covered hereby are expressly superceded by this Agreement.


 


Section 18. Modification
and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the
parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision
hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


 


Section 19. Successor
and Assigns. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable
by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation
shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially
all of the business or assets of the Corporation, by written agreement in form and substance reasonably satisfactory to Indemnitee, expressly
to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform
if no such succession had taken place.


 


Section 20. Service
of Process and Venue. For purposes of any claims or proceedings to enforce this agreement, the Corporation consents to the jurisdiction
and venue of any federal or state court of competent jurisdiction in the state of Delaware, and waives and agrees not to raise any defense
that any such court is an inconvenient forum or any similar claim.


 


Section 21. Supersedes Prior Agreement.
To the extent any indemnification is sought by an Indemnitee for an action regarding a Corporation’s predecessor, the Indemnitee
will be afforded the greater of the protections listed herein or in any previous indemnification agreement with such Indemnitee. Notwithstanding
the foregoing, for the avoidance of doubt, the foregoing is not intended to limit or otherwise adversely modify the protections provided,
as of any determination time, to any Indemnitee under the Certificate of Incorporation and/or the Bylaws of the Corporation.


 


Section 22. Governing
Law. This Agreement shall be governed exclusively by and construed according to the laws of the State of Delaware, as applied to contracts
between Delaware residents entered into and to be performed entirely within Delaware. If a court of competent jurisdiction shall make
a final determination that the provisions of the law of any state other than Delaware govern indemnification by the Corporation of its
officers and directors, then the indemnification provided under this Agreement shall in all instances be enforceable to the fullest extent
permitted under such law, notwithstanding any provision of this Agreement to the contrary.








 


Section 23. Employment
Rights. Nothing in this Agreement is intended to create in Indemnitee any right to employment or continued employment.


 


Section 24. Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together
shall be deemed to be one and the same instrument, notwithstanding that both parties are not signatories to the original or same counterpart.


 


Section 25. Headings.
The section and subsection headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning
or interpretation of this Agreement.


 


[SIGNATURE PAGE FOLLOWS]


 




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IN WITNESS WHEREOF, this Indemnification
Agreement has been duly executed and delivered as of the Effective Date.


 


	 	CORPORATION:
	 	 	 
	 	APPRECIATE HOLDINGS, INC.
	 	 	 
	 	By	                  
	 	Name:	 
	 	Title:	 
	 	 	 
	 	INDEMNITEE:
	 	 	 
	 	By	 
	 	Name:	 



 


 


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