Exhibit 10.7


 


INDEMNITY AGREEMENT


 


THIS
INDEMNITY AGREEMENT (this “Agreement”) is entered into on December 6, 2021, by and between Crypto
1 Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Alvin Eng (“Indemnitee”).


 


RECITALS


 


WHEREAS,
it is customary to provide officers and/or directors with adequate protection through insurance or adequate indemnification against 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 any of its subsidiaries from certain liabilities;


 


WHEREAS,
the Board believes that traditional insurance may be available to it in the future only at higher premiums and with more exclusions. The
Amended and Restated Memorandum and Articles of Association (the “Memorandum and Articles”) of the Company provide
for the indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to applicable
Cayman Islands law. The Memorandum and Articles provide that the indemnification provisions set forth therein are not exclusive, and thereby
contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to
indemnification, hold harmless, exoneration, advancement and reimbursement rights;


 


WHEREAS,
the uncertainties relating to such insurance and its scope make the increased protection afforded by indemnification appropriate;


 


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;


 


WHEREAS,
this Agreement is a supplement to and in furtherance of the Memorandum and Articles 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 and/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 he, she or they be so indemnified.


 






    


     


    

 


NOW,
THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter
agreement dated as of December 6, 2021 between the Company and Indemnitee pursuant to the Underwriting Agreement among the Company
and the underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and
agree as follows:


 


TERMS AND CONDITIONS


 


1.            SERVICES
TO THE COMPANY. In consideration of the Company’s covenants and obligations hereunder, Indemnitee will serve or continue
to serve as an officer, director, advisor, key employee or in any other capacity of the Company, as applicable, for so long as Indemnitee
is duly elected, appointed or retained or until Indemnitee tenders his, her or their resignation or until Indemnitee is removed. The
foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased to serve as a director,
officer, advisor, key employee or in any other capacity of the Company, as provided in Section 17. This Agreement, however, shall
not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise
required by law or by other agreements or commitments of the parties, if any.


 


2.            DEFINITIONS.
As used in this Agreement:


 


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


 


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


 


2.3          Cayman
Court” means the courts of the Cayman Islands.


 


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


 


2.4.1        Acquisition
of Shares by Third Party. Other than an affiliate of Crypto 1 Sponsor LLC (the “Sponsor”), 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 (i) 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 (ii) such
acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change
in Control under any other part of this definition;


 


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


 






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2.4.3        Corporate
Transactions. The effective date on which the Company merges or engages in a share exchange, asset acquisition, share purchase, or
reorganization or engages in any other similar initial business combination with one or more businesses or entities (a “Business
Combination”), in each case, unless, following such Business Combination: (i) 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 50% 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; (ii) other
than an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner,
directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities 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 (iii) at least a majority of the board of directors of the corporation resulting from such Business Combination were Continuing
Directors at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination;


 


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


 


2.4.5        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.


 


2.5          “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.


 


2.6          “Disinterested
Director” means 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.


 






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2.7          “Enterprise”
means 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, general partner, manager, managing member, fiduciary, employee or agent.


 


2.8          “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


2.9          “Expenses”
shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all 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 each case reasonably incurred in connection with,
or as a result of, prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a deponent or a witness
in, settlement or appeal of, or otherwise participating in, a Proceeding, including reasonable compensation for time spent by the Indemnitee
for which he, she or they is or are not otherwise compensated by the Company or any third party. Expenses also shall include Expenses
incurred in connection with any appeal resulting from any Proceeding, including without limitation the principal, premium, security for,
and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses, however, shall not include
amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


 


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


 


2.11        References
to “fines” shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan; references
to “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.


 






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2.12        “New
York Court” shall mean the courts of the State of New York or the United States District Court for the Southern District of
the State of New York.


 


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


 


2.14        The
term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate
dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding,
whether brought in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims),
criminal, administrative, legislative or investigative or related nature (whether formal or informal), including any appeal therefrom,
in which Indemnitee was, is, will or might be involved as a party, potential party, non-party witness 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 him, her or them
or of any action (or failure to act) on his, her or their part while acting as a director or officer of the Company, or by reason of the
fact that he, she or they is/are or was/were serving at the request of the Company as a director, officer, trustee, general partner, manager,
managing member, fiduciary, employee, advisor, 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.


 


2.15        The
term “Registration Statement” shall mean the Company’s Registration Statement on Form S-1 (File No. 333-261051),
filed with the U.S. Securities and Exchange Commission for its initial public offering of securities.


 


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


 


2.17        The
term “Trust Account” shall mean the gross proceeds of the initial public offering of securities pursuant to the Registration
Statement and sale of units by the Company deposited into a trust account for the benefit of the Company and the holders of the Company’s
ordinary shares, no par value.


 






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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,
fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on his, her or their behalf in connection
with such Proceeding or any claim, issue or matter therein, if Indemnitee acted honestly and in good faith and in a manner he, she or
they reasonably believed to be in the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause
to believe that his, her or their conduct was unlawful; provided, in no event shall Indemnitee be entitled to be indemnified, held harmless
or advanced any amounts hereunder in respect of any Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement
(if any) that Indemnitee may incur by reason of his, her or their own actual fraud or intentional misconduct. Indemnitee shall not be
found to have committed actual fraud or intentional misconduct for any purpose of this Agreement unless or until a court of competent
jurisdiction shall have made a finding to that effect.


 


4.            INDEMNITY
IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by applicable
law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if
Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding
by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this
Section 4, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred
by him, her or them or on his, her or their behalf in connection with such Proceeding or any claim, issue or matter therein, provided
that Indemnitee acted honestly and in good faith and in a manner he, she or they reasonably believed to be in the best interests of the
Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his, her or their conduct was unlawful. No
indemnification, hold harmless or exoneration for Expenses shall be made under this Section 4 in respect of any claim, issue or
matter as to which Indemnitee shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless
and only to the extent that any court in which the Proceeding was brought or the Cayman 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, but subject to Section 27, to the extent that Indemnitee was or is a party to (or a participant in) and is successful,
on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall,
to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and
reasonably incurred by him, her or them or on his, her or their behalf 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 and provided in all cases that Indemnitee acted honestly
and in good faith and in a manner he, she or they reasonably believed to be in the best interests of the Company and, in the case of a
criminal Proceeding, had no reasonable cause to believe that his, her or their conduct was unlawful, indemnify, hold harmless and exonerate
Indemnitee against all Expenses actually and reasonably incurred by him, her or them or on his, her or their 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 and provided in all cases that Indemnitee acted honestly and in good faith and in a
manner he, she or they reasonably believed to be in the best interests of the Company and, in the case of a criminal Proceeding, had no
reasonable cause to believe that his, her or their conduct was unlawful, indemnify, hold harmless and exonerate Indemnitee against all
Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which Indemnitee was
successful. For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding
by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.


 


6.            INDEMNIFICATION
FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, but subject
to Section 27, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or deponent in any
Proceeding to which Indemnitee 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, but subject to Section 27, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless
and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or
in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in
settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses,
judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding,
provided always that Indemnitee acted honestly and in good faith and in a manner he, she or they reasonably believed to be in the best
interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his, her or their conduct
was unlawful. 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.


 






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8.            CONTRIBUTION
IN THE EVENT OF JOINT LIABILITY.


 


8.1          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.


 


8.2          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.


 


8.3          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.


 


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


 


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


 


(ii)           for
an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the
meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; or


 


(iii)          except
as otherwise provided in Sections 14.5 hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any
Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company
or its directors, officers, employees or other indemnitees, unless (a) the Board authorized the Proceeding (or any part of any Proceeding)
prior to its initiation or (b) the Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion,
pursuant to the powers vested in the Company under applicable law.


 






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10.         ADVANCES
OF EXPENSES; DEFENSE OF CLAIM.


 


10.1        Notwithstanding
any provision of this Agreement to the contrary, but subject to Section 27, and to the fullest extent not prohibited by applicable
law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within
three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements
requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted
by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s
ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated
under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to
enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances
claimed. To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding
shall be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay the advance to the extent
that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement,
the Memorandum and Articles, applicable law or otherwise. If it shall be determined by a final judgment or other final adjudication that
Indemnitee was not so entitled to indemnification, any advancement shall be returned to the Company (without interest) by the Indemnitee.
This Section 10.1 shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment
is excluded pursuant to Section 9, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination
that Indemnitee is liable therefor.


 


10.2        The
Company will be entitled to participate in the Proceeding at its own expense.


 


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


 


11.         PROCEDURE
FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.


 


11.1        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 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.


 


11.2       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, her or their sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s
entitlement to indemnification shall be determined according to Section 12.1 of this Agreement.


 






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12.         PROCEDURE
UPON APPLICATION FOR INDEMNIFICATION.


 


12.1        A
determination, if required by applicable law and/or the Memorandum and Articles, with respect to Indemnitee’s entitlement to indemnification
shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) by a majority
vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated
by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent
Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (iv) by vote of the shareholders
by ordinary resolution. The Company will promptly 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 Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such
determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification)
and the Company hereby agrees to indemnify and hold Indemnitee harmless therefrom.


 


12.2        In
the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12.1 hereof,
the Independent Counsel shall be selected as provided in this Section 12.2. The Independent Counsel shall be selected by Indemnitee
(unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising
it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements
of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board,
the Company shall give written notice to Indemnitee advising him, her or them of the identity of the Independent Counsel so selected and
certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2
of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written
notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such
selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not
meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set
forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as
Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent
Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without
merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11.2
hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman
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 Cayman Court, and the person with respect to whom
all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12.1 hereof. Upon the due
commencement of any judicial proceeding or arbitration pursuant to Section 14.1 of this Agreement, Independent Counsel shall
be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct
then prevailing).


 






    	 	- 10 -	 



     


    

 


12.3        The
Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent
Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant
hereto.


 


13.         PRESUMPTIONS
AND EFFECT OF CERTAIN PROCEEDINGS.


 


13.1        In
making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination
shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification
in accordance with Section 11.2 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.


 


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


 


13.3        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 honestly and in good faith and in a manner
which he, she or they reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal
Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.


 






    	 	- 11 -	 



     


    

 


13.4        For
purposes of any determination of honesty and/or good faith, Indemnitee shall be deemed to have acted in honestly and good faith if
Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information
supplied to Indemnitee by the directors, manager, or officers of the Enterprise in the course of their duties, or on the advice of legal
counsel for the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member,
or on information or records given or reports made to the Enterprise, its Board, any committee of the Board or any director, trustee,
general partner, manager or managing member, by an independent certified public accountant or by an appraiser or other expert selected
by the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member. The provisions
of this Section 13.4 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.


 


13.5        The
knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary, agent
or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.


 


14.         REMEDIES
OF INDEMNITEE.


 


14.1        In
the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advances of Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to
Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12.1
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 12.1 of this Agreement within ten (10) days after
receipt by the Company of a written request therefor, (v) a contribution payment is not made in a timely manner pursuant to Section 8
of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days
after a determination has been made that Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee pursuant to any
hold harmless or exoneration rights under this Agreement or otherwise is not made in accordance with this Agreement within ten (10) days
after receipt by the Company of a written request therefor, Indemnitee shall be entitled to an adjudication by the New York Court
to such indemnification, hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee, at his, her or
their 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 Cayman Islands 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.


 


14.2        In
the event that a determination shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee is not entitled to
indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects
as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any
judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to be
indemnified, held harmless, exonerated to receive advances of Expenses under this Agreement and the Company shall have the burden of proving
Indemnitee is not entitled to be indemnified, held harmless, exonerated and to receive advances of Expenses, as the case may be, and the
Company may not refer to or introduce into evidence any determination pursuant to Section 12.1 of this Agreement adverse to Indemnitee
for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee shall
not be required to reimburse the Company for any advances pursuant to Section 10 until a final determination is made with respect
to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).


 






    	 	- 12 -	 



     


    

 


14.3        If
a determination shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee is entitled to indemnification, the
Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent
(i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement
not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under
applicable law.


 


14.4        The
Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the
procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any
such arbitrator that the Company is bound by all the provisions of this Agreement.


 


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


 


15.         SECURITY.
Notwithstanding anything herein to the contrary, but subject to Section 27, to the extent requested by Indemnitee and approved by
the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder
through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not
be revoked or released without the prior written consent of Indemnitee.


 






    	 	- 13 -	 



     


    

 


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


 


16.1        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 Memorandum and Articles, any agreement, a vote of shareholders or a resolution of directors, or
otherwise. No amendment, alteration or repeal of this Agreement or the Memorandum and Articles or of any provision hereof or thereof shall
limit or restrict any right of Indemnitee under this Agreement or the Memorandum and Articles in respect of any Proceeding (regardless
of when such Proceeding is first threatened, commenced or completed) or claim, issue or matter therein arising out of, or related to,
any action taken or omitted by such Indemnitee in his 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 Memorandum and Articles or this Agreement, then this Agreement (without
any further action by the parties hereto) shall automatically be deemed to be amended to require that the Company indemnifies the Indemnitee
to the fullest extent permitted by law. No right or remedy herein conferred is intended to be exclusive of any other right or remedy,
and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other right or remedy.


 


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


 


16.3        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 use commercially reasonable efforts to cause such insurers to pay, on behalf of Indemnitee, all
amounts payable as a result of such Proceeding in accordance with the terms of such policies.


 






    	 	- 14 -	 



     


    

 


16.4        In
the event of any payment under this Agreement, the Company, to the fullest extent permitted by law, shall be subrogated to the extent
of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to
secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.
No such payment by the Company shall be deemed to relieve any insurer of its obligations.


 


16.5        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, but subject to Section 27,
(i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration,
advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s
satisfaction and performance of all its obligations under this Agreement, and (ii) the Company shall perform fully its obligations
under this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless,
exoneration, contribution or insurance coverage rights against any person or entity other than the Company.


 


16.6        Notwithstanding
anything contained herein, the Company is the primary indemnitor, and any indemnification or advancement obligation of the Sponsor or
its affiliates or members or any other Person is secondary.


 


17.         DURATION
OF AGREEMENT. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee serves as
a director or officer of the Company or as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent
of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee serves at the
request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding (including any
rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason of his Corporate
Status, whether or not he, she or they is or are acting in any such capacity at the time any liability or expense is incurred for which
indemnification or advancement can be provided under this Agreement.


 


18.         SEVERABILITY.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) 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; (ii) 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 (iii) 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.


 






    	 	- 15 -	 



     


    

 


19.         ENFORCEMENT
AND BINDING EFFECT.


 


19.1        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.


 


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


 


19.3        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 his, her or their spouse, assigns, heirs, devisees, executors and administrators and other legal
representatives.


 


19.4        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.


 


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


 






    	 	- 16 -	 



     


    

 


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


 


21.         NOTICES.
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly
given (i) if delivered by hand and received for by the party to whom said notice or other communication shall have been directed,
on such delivery, (ii) if mailed by certified or registered mail with postage prepaid, on the third (3rd) business day
after the date on which it is so mailed, or (iii) if delivered by electronic mail, on the date of such delivery:


 


(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:


 


Crypto 1 Acquisition Corp

1221 Brickell Avenue


Miami, Florida 33131

Attention: David Hytha, Chief Financial Officer

Email: david@crypto1.vip


 


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


 


Reed Smith LLP


506 Carnegie Center, Suite 300


Princeton, New Jersey 08540


Attn: Edward P. Bromley III, Esq.


Email: ebromley@reedsmith.com


 


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


 


22.         APPLICABLE
LAW AND CONSENT TO JURISDICTION. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance
with and governed by the laws of the Cayman Islands, without giving effect to the conflict of law principles thereof. Except with respect
to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement, to the fullest extent permitted by law, the
Company and Indemnitee hereby irrevocably and unconditionally: (i) agree that any action or proceeding arising out of or in connection
with this Agreement shall be brought only in the New York Court; (ii) consent to submit to the exclusive jurisdiction of the New
York Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (iii) waive any objection
to the laying of venue of any such action or proceeding in the New York Court; and (iv) waive, and agree not to plead or to make,
any claim that any such action or proceeding brought in the New York Court has been brought in an improper or inconvenient forum, or
is subject (in whole or in part) to a jury trial.


 






    	 	- 17 -	 



     


    

 


23.         IDENTICAL
COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an
original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against
whom enforceability is sought needs to be produced to evidence the existence of this Agreement.


 


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


 


25.         PERIOD
OF LIMITATIONS. No legal action shall be brought and no cause of action shall be asserted by
or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives
after the expiration of two 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. The period
of limitations set forth in this Section 25 shall no longer be applicable in the case of fraud, gross negligence and willful misconduct.


 


26.         ADDITIONAL
ACTS. If for the validation of any of the provisions in this Agreement any act, resolution, approval or other procedure is required,
to the fullest extent permitted by law, the Company undertakes to cause such act, resolution, approval or other procedure to be affected
or adopted in a manner that will enable the Company to fulfill its obligations under this Agreement.


 


27.         WAIVER
OF CLAIMS TO TRUST ACCOUNT. Notwithstanding anything contained herein to the contrary, Indemnitee
hereby agrees that it does not have any right, title, interest or claim of any kind (each, a “Claim”) in or to any
monies in the Trust Account, and hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided
to the Company and will not seek recourse against such Trust Account for any reason whatsoever. Accordingly, Indemnitee acknowledges
and agrees that any indemnification provided hereto will only be able to be satisfied by the Company if (i) the Company has sufficient
funds outside of the Trust Account to satisfy its obligations hereunder or (ii) the Company consummates an initial business combination.


 






    	 	- 18 -	 



     


    

 


28.         MAINTENANCE
OF INSURANCE


 


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


 


[Signature Page Follows]


 






    	 	- 19 -	 



     


    

 


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


 


	 	CRYPTO 1 ACQUISITION CORP
	 	 
	 	By:	/s/ Michael (Xu) Zhao
	 	Name:	 Michael (Xu) Zhao
	 	Title:	Chief Executive Officer
	 	 
	 	INDEMNITEE
	 	 
	 	/s/Alvin
Eng
	 	Alvin
Eng
	 	Address:
	 	c/o Crypto 1 Acquisition Corp
	 	1221 Brickell Avenue
	 	Miami, Florida 33131
	 	Email: david@crypto1.vip



 






    


     


    

 



 


INDEMNITY AGREEMENT


 


THIS
INDEMNITY AGREEMENT (this “Agreement”) is entered into on December 6, 2021, by and between Crypto
1 Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Faisal Galaria (“Indemnitee”).


 


RECITALS


 


WHEREAS,
it is customary to provide officers and/or directors with adequate protection through insurance or adequate indemnification against 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 any of its subsidiaries from certain liabilities;


 


WHEREAS,
the Board believes that traditional insurance may be available to it in the future only at higher premiums and with more exclusions. The
Amended and Restated Memorandum and Articles of Association (the “Memorandum and Articles”) of the Company provide
for the indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to applicable
Cayman Islands law. The Memorandum and Articles provide that the indemnification provisions set forth therein are not exclusive, and thereby
contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to
indemnification, hold harmless, exoneration, advancement and reimbursement rights;


 


WHEREAS,
the uncertainties relating to such insurance and its scope make the increased protection afforded by indemnification appropriate;


 


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;


 


WHEREAS,
this Agreement is a supplement to and in furtherance of the Memorandum and Articles 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 and/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 he, she or they be so indemnified.


 






     


     


    

 


NOW,
THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter
agreement dated as of December 6, 2021 between the Company and Indemnitee pursuant to the Underwriting Agreement among the Company
and the underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and
agree as follows:


 


TERMS AND CONDITIONS


 


1.             SERVICES
TO THE COMPANY. In consideration of the Company’s covenants and obligations hereunder, Indemnitee
will serve or continue to serve as an officer, director, advisor, key employee or in any other capacity of the Company, as applicable,
for so long as Indemnitee is duly elected, appointed or retained or until Indemnitee tenders his, her or their resignation or until Indemnitee
is removed. The foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased to serve
as a director, officer, advisor, key employee or in any other capacity of the Company, as provided in Section 17. This Agreement,
however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any
period otherwise required by law or by other agreements or commitments of the parties, if any.


 


2.             DEFINITIONS.
As used in this Agreement:


 


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


 


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


 


2.3           Cayman
Court” means the courts of the Cayman Islands.


 


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


 


2.4.1        Acquisition
of Shares by Third Party. Other than an affiliate of Crypto 1 Sponsor LLC (the “Sponsor”), 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 (i) 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 (ii) such
acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change
in Control under any other part of this definition;


 


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


 






    	 	- 2 -	 



     


    

  


2.4.3        Corporate
Transactions. The effective date on which the Company merges or engages in a share exchange, asset acquisition, share purchase, or
reorganization or engages in any other similar initial business combination with one or more businesses or entities (a “Business
Combination”), in each case, unless, following such Business Combination: (i) 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 50% 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; (ii) other
than an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner,
directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities 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 (iii) at least a majority of the board of directors of the corporation resulting from such Business Combination were Continuing
Directors at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination;


 


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


 


2.4.5        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.


 


2.5           “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.


 


2.6           “Disinterested
Director” means 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.


 






    	 	- 3 -	 



     


    

 


2.7           “Enterprise”
means 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, general partner, manager, managing member, fiduciary, employee or agent.


 


2.8           “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


2.9           “Expenses”
shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all 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 each case reasonably incurred in connection with,
or as a result of, prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a deponent or a witness
in, settlement or appeal of, or otherwise participating in, a Proceeding, including reasonable compensation for time spent by the Indemnitee
for which he, she or they is or are not otherwise compensated by the Company or any third party. Expenses also shall include Expenses
incurred in connection with any appeal resulting from any Proceeding, including without limitation the principal, premium, security for,
and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses, however, shall not include
amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


 


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


 


2.11         References
to “fines” shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan; references
to “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.


 






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2.12         “New
York Court” shall mean the courts of the State of New York or the United States District Court for the Southern District of
the State of New York.


 


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


 


2.14         The
term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate
dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding,
whether brought in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims),
criminal, administrative, legislative or investigative or related nature (whether formal or informal), including any appeal therefrom,
in which Indemnitee was, is, will or might be involved as a party, potential party, non-party witness 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 him, her or them
or of any action (or failure to act) on his, her or their part while acting as a director or officer of the Company, or by reason of the
fact that he, she or they is/are or was/were serving at the request of the Company as a director, officer, trustee, general partner, manager,
managing member, fiduciary, employee, advisor, 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.


 


2.15         The
term “Registration Statement” shall mean the Company’s Registration Statement on Form S-1 (File No. 333-261051),
filed with the U.S. Securities and Exchange Commission for its initial public offering of securities.


 


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


 


2.17         The
term “Trust Account” shall mean the gross proceeds of the initial public offering of securities pursuant to the Registration
Statement and sale of units by the Company deposited into a trust account for the benefit of the Company and the holders of the Company’s
ordinary shares, no par value.


 






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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,
fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on his, her or their behalf in connection
with such Proceeding or any claim, issue or matter therein, if Indemnitee acted honestly and in good faith and in a manner he, she or
they reasonably believed to be in the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause
to believe that his, her or their conduct was unlawful; provided, in no event shall Indemnitee be entitled to be indemnified, held harmless
or advanced any amounts hereunder in respect of any Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement
(if any) that Indemnitee may incur by reason of his, her or their own actual fraud or intentional misconduct. Indemnitee shall not be
found to have committed actual fraud or intentional misconduct for any purpose of this Agreement unless or until a court of competent
jurisdiction shall have made a finding to that effect.


 


4.             INDEMNITY
IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by applicable
law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee
was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding by or in the
right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee
shall be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by him, her or them or on his,
her or their behalf in connection with such Proceeding or any claim, issue or matter therein, provided that Indemnitee acted honestly
and in good faith and in a manner he, she or they reasonably believed to be in the best interests of the Company and, in the case of a
criminal Proceeding, had no reasonable cause to believe that his, her or their conduct was unlawful. No indemnification, hold harmless
or exoneration for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall
have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless and only to the extent that any court
in which the Proceeding was brought or the Cayman 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.


 






    	 	- 6 -	 



     


    

 


5.             INDEMNIFICATION
FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions
of this Agreement, but subject to Section 27, to the extent that Indemnitee was or is a party to (or a participant in) and is successful,
on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall,
to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and
reasonably incurred by him, her or them or on his, her or their behalf 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 and provided in all cases that Indemnitee acted honestly
and in good faith and in a manner he, she or they reasonably believed to be in the best interests of the Company and, in the case of a
criminal Proceeding, had no reasonable cause to believe that his, her or their conduct was unlawful, indemnify, hold harmless and exonerate
Indemnitee against all Expenses actually and reasonably incurred by him, her or them or on his, her or their 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 and provided in all cases that Indemnitee acted honestly and in good faith and in a
manner he, she or they reasonably believed to be in the best interests of the Company and, in the case of a criminal Proceeding, had no
reasonable cause to believe that his, her or their conduct was unlawful, indemnify, hold harmless and exonerate Indemnitee against all
Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which Indemnitee was
successful. For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding
by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.


 


6.             INDEMNIFICATION
FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, but subject
to Section 27, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or deponent in any Proceeding
to which Indemnitee 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, but subject to Section 27, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless
and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or
in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in
settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments,
fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding, provided
always that Indemnitee acted honestly and in good faith and in a manner he, she or they reasonably believed to be in the best interests
of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his, her or their conduct was unlawful.
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.


 






    	 	- 7 -	 



     


    

 


8.             CONTRIBUTION
IN THE EVENT OF JOINT LIABILITY.


 


8.1           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.


 


8.2           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.


 


8.3           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.


 


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


 


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


 


(ii)            for
an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the
meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; or


 


(iii)          except
as otherwise provided in Sections 14.5 hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any
Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company
or its directors, officers, employees or other indemnitees, unless (a) the Board authorized the Proceeding (or any part of any Proceeding)
prior to its initiation or (b) the Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion,
pursuant to the powers vested in the Company under applicable law.


 






    	 	- 8 -	 



     


    

 


10.          ADVANCES
OF EXPENSES; DEFENSE OF CLAIM.


 


10.1         Notwithstanding
any provision of this Agreement to the contrary, but subject to Section 27, and to the fullest extent not prohibited by applicable
law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within
three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements
requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted
by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s
ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated
under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to
enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances
claimed. To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding
shall be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay the advance to the extent
that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement,
the Memorandum and Articles, applicable law or otherwise. If it shall be determined by a final judgment or other final adjudication that
Indemnitee was not so entitled to indemnification, any advancement shall be returned to the Company (without interest) by the Indemnitee.
This Section 10.1 shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment
is excluded pursuant to Section 9, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination
that Indemnitee is liable therefor.


 


10.2         The
Company will be entitled to participate in the Proceeding at its own expense.


 


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


 


11.          PROCEDURE
FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.


 


11.1         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 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.


 


11.2         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, her or their
sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification
shall be determined according to Section 12.1 of this Agreement.


 






    	 	- 9 -	 



     


    

 


12.          PROCEDURE
UPON APPLICATION FOR INDEMNIFICATION.


 


12.1         A
determination, if required by applicable law and/or the Memorandum and Articles, with respect to Indemnitee’s entitlement to indemnification
shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) by a majority
vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated
by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent
Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (iv) by vote of the shareholders
by ordinary resolution. The Company will promptly 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 Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such
determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification)
and the Company hereby agrees to indemnify and hold Indemnitee harmless therefrom.


 


12.2         In
the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12.1 hereof,
the Independent Counsel shall be selected as provided in this Section 12.2. The Independent Counsel shall be selected by Indemnitee
(unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising
it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements
of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board,
the Company shall give written notice to Indemnitee advising him, her or them of the identity of the Independent Counsel so selected and
certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2
of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written
notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such
selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not
meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set
forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as
Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent
Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without
merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11.2
hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman
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 Cayman Court, and the person with respect to whom
all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12.1 hereof. Upon the due
commencement of any judicial proceeding or arbitration pursuant to Section 14.1 of this Agreement, Independent Counsel shall
be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct
then prevailing).


 






    	 	- 10 -	 



     


    

 


12.3         The
Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent
Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement
pursuant hereto.


 


13.          PRESUMPTIONS
AND EFFECT OF CERTAIN PROCEEDINGS.


 


13.1         In
making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination
shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification
in accordance with Section 11.2 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.


 


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


 


13.3         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 honestly and in good faith and in a manner
which he, she or they reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal
Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.


 






    	 	- 11 -	 



     


    

 


13.4         For
purposes of any determination of honesty and/or good faith, Indemnitee shall be deemed to have acted in honestly and good faith
if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information
supplied to Indemnitee by the directors, manager, or officers of the Enterprise in the course of their duties, or on the advice of legal
counsel for the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member,
or on information or records given or reports made to the Enterprise, its Board, any committee of the Board or any director, trustee,
general partner, manager or managing member, by an independent certified public accountant or by an appraiser or other expert selected
by the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member. The provisions
of this Section 13.4 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.


 


13.5         The
knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary, agent
or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.


 


14.          REMEDIES
OF INDEMNITEE.


 


14.1         In
the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advances of Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant
to Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to
Section 12.1 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 12.1 of this Agreement within ten
(10) days after receipt by the Company of a written request therefor, (v) a contribution payment is not made in a timely manner
pursuant to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement
is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vii) payment
to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made in accordance with this
Agreement within ten (10) days after receipt by the Company of a written request therefor, Indemnitee shall be entitled to
an adjudication by the New York Court to such indemnification, hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee,
at his, her or their 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 Cayman Islands
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.


 






    	 	- 12 -	 



     


    

 


14.2         In
the event that a determination shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee is not entitled to
indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects
as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In
any judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to
be indemnified, held harmless, exonerated to receive advances of Expenses under this Agreement and the Company shall have the burden
of proving Indemnitee is not entitled to be indemnified, held harmless, exonerated and to receive advances of Expenses, as the case may
be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 12.1 of this Agreement adverse
to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee
shall not be required to reimburse the Company for any advances pursuant to Section 10 until a final determination is made with
respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).


 


14.3         If
a determination shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14,
absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification
under applicable law.


 


14.4         The
Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the
procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before
any such arbitrator that the Company is bound by all the provisions of this Agreement.


 


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


 


15.          SECURITY.
Notwithstanding anything herein to the contrary, but subject to Section 27, to the extent requested by Indemnitee and approved by
the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder
through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not
be revoked or released without the prior written consent of Indemnitee.


 






    	 	- 13 -	 



     


    

 


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


 


16.1         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 Memorandum and Articles, any agreement, a vote of shareholders or a resolution of directors, or
otherwise. No amendment, alteration or repeal of this Agreement or the Memorandum and Articles or of any provision hereof or thereof shall
limit or restrict any right of Indemnitee under this Agreement or the Memorandum and Articles in respect of any Proceeding (regardless
of when such Proceeding is first threatened, commenced or completed) or claim, issue or matter therein arising out of, or related to,
any action taken or omitted by such Indemnitee in his 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 Memorandum and Articles or this Agreement, then this Agreement (without
any further action by the parties hereto) shall automatically be deemed to be amended to require that the Company indemnifies the Indemnitee
to the fullest extent permitted by law. No right or remedy herein conferred is intended to be exclusive of any other right or remedy,
and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other right or remedy.


 


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


 


16.3         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 use commercially reasonable efforts to cause such insurers to pay, on behalf of Indemnitee, all
amounts payable as a result of such Proceeding in accordance with the terms of such policies.


 






    	 	- 14 -	 



     


    

 


16.4         In
the event of any payment under this Agreement, the Company, to the fullest extent permitted by law, shall be subrogated to the extent
of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to
secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.
No such payment by the Company shall be deemed to relieve any insurer of its obligations.


 


16.5         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, but subject to
Section 27, (i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold
harmless, exoneration, advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior
to the Company’s satisfaction and performance of all its obligations under this Agreement, and (ii) the Company shall perform
fully its obligations under this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification,
advancement, hold harmless, exoneration, contribution or insurance coverage rights against any person or entity other than the Company.


 


16.6         Notwithstanding
anything contained herein, the Company is the primary indemnitor, and any indemnification or advancement obligation of the Sponsor or
its affiliates or members or any other Person is secondary.


 


17.          DURATION
OF AGREEMENT. All agreements and obligations of the Company contained herein shall continue during
the period Indemnitee serves as a director or officer of the Company or as a director, officer, trustee, partner, manager, managing member,
fiduciary, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which
Indemnitee serves at the request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding
(including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason
of his Corporate Status, whether or not he, she or they is or are acting in any such capacity at the time any liability or expense is
incurred for which indemnification or advancement can be provided under this Agreement.


 


18.          SEVERABILITY.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) 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; (ii) 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 (iii) 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.


 






    	 	- 15 -	 



     


    

 


19.          ENFORCEMENT
AND BINDING EFFECT.


  


19.1         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.


 


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


 


19.3         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 his, her or their spouse, assigns, heirs, devisees, executors and administrators and
other legal representatives.


 


19.4         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.


 


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


 






    	 	- 16 -	 



     


    

 


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


 


21.           NOTICES.
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly
given (i) if delivered by hand and received for by the party to whom said notice or other communication shall have been directed,
on such delivery, (ii) if mailed by certified or registered mail with postage prepaid, on the third (3rd) business day
after the date on which it is so mailed, or (iii) if delivered by electronic mail, on the date of such delivery:


 


(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:


 


Crypto 1 Acquisition Corp

1221 Brickell Avenue 


Miami, Florida 33131

Attention: David Hytha, Chief Financial Officer

Email: david@crypto1.vip


 


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


 


Reed Smith LLP


 


506 Carnegie Center, Suite 300


Princeton, New Jersey 08540 


Attn: Edward P. Bromley III, Esq. 


Email: ebromley@reedsmith.com


 


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


 


22.           APPLICABLE
LAW AND CONSENT TO JURISDICTION. This Agreement and the rights and obligations of the parties
hereunder shall be construed in accordance with and governed by the laws of the Cayman Islands, without giving effect to the conflict
of law principles thereof. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement,
to the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally: (i) agree that any action
or proceeding arising out of or in connection with this Agreement shall be brought only in the New York Court; (ii) consent to submit
to the exclusive jurisdiction of the New York Court for purposes of any action or proceeding arising out of or in connection with this
Agreement; (iii) waive any objection to the laying of venue of any such action or proceeding in the New York Court; and (iv) waive,
and agree not to plead or to make, any claim that any such action or proceeding brought in the New York Court has been brought in an
improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.


 






    	 	- 17 -	 



     


    

 


23.          IDENTICAL
COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall
for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart
signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.


 


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


 


25.           PERIOD
OF LIMITATIONS. No legal action shall be brought and no cause of action shall be asserted by
or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives
after the expiration of two 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. The period
of limitations set forth in this Section 25 shall no longer be applicable in the case of fraud, gross negligence and willful misconduct.


 


26.          ADDITIONAL
ACTS. If for the validation of any of the provisions in this Agreement any act, resolution,
approval or other procedure is required, to the fullest extent permitted by law, the Company undertakes to cause such act, resolution,
approval or other procedure to be affected or adopted in a manner that will enable the Company to fulfill its obligations under this
Agreement.


 


27.          WAIVER
OF CLAIMS TO TRUST ACCOUNT. Notwithstanding anything contained herein to the contrary, Indemnitee
hereby agrees that it does not have any right, title, interest or claim of any kind (each, a “Claim”) in or to any
monies in the Trust Account, and hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided
to the Company and will not seek recourse against such Trust Account for any reason whatsoever. Accordingly, Indemnitee acknowledges
and agrees that any indemnification provided hereto will only be able to be satisfied by the Company if (i) the Company has sufficient
funds outside of the Trust Account to satisfy its obligations hereunder or (ii) the Company consummates an initial business combination.


 


28.          MAINTENANCE
OF INSURANCE


 


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


 






    	 	- 18 -	 



     


    

 


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


 


	 	CRYPTO 1 ACQUISITION CORP
	 	 
	 	By:	 /s/ Michael (Xu) Zhao
	 	Name:	Michael (Xu) Zhao
	 	Title:	Chief Executive Officer
	 	 
	 	INDEMNITEE
	 	 
	 	/s/ Faisal Galaria
	 	Faisal Galaria 
	 	Address:
	 	c/o Crypto 1 Acquisition Corp
	 	1221 Brickell Avenue 
	 	Miami, Florida 33131
	 	Email: david@crypto1.vip




 






     

     


    





 


INDEMNITY AGREEMENT


 


THIS
INDEMNITY AGREEMENT (this “Agreement”) is entered into on December 6, 2021, by and between Crypto
1 Acquisition Corp, a Cayman Islands exempted company (the “Company”), and David Hytha (“Indemnitee”).


 


RECITALS


 


WHEREAS,
it is customary to provide officers and/or directors with adequate protection through insurance or adequate indemnification against 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 any of its subsidiaries from certain liabilities;


 


WHEREAS,
the Board believes that traditional insurance may be available to it in the future only at higher premiums and with more exclusions. The
Amended and Restated Memorandum and Articles of Association (the “Memorandum and Articles”) of the Company provide
for the indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to applicable
Cayman Islands law. The Memorandum and Articles provide that the indemnification provisions set forth therein are not exclusive, and thereby
contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to
indemnification, hold harmless, exoneration, advancement and reimbursement rights;


 


WHEREAS,
the uncertainties relating to such insurance and its scope make the increased protection afforded by indemnification appropriate;


 


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;


 


WHEREAS,
this Agreement is a supplement to and in furtherance of the Memorandum and Articles 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 and/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 he, she or they be so indemnified.


 






     


     


    

 


NOW,
THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter
agreement dated as of December 6, 2021 between the Company and Indemnitee pursuant to the Underwriting Agreement among the Company
and the underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and
agree as follows:


 


TERMS AND CONDITIONS


 


1.           SERVICES
TO THE COMPANY. In consideration of the Company’s covenants and obligations hereunder, Indemnitee
will serve or continue to serve as an officer, director, advisor, key employee or in any other capacity of the Company, as applicable,
for so long as Indemnitee is duly elected, appointed or retained or until Indemnitee tenders his, her or their resignation or until Indemnitee
is removed. The foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased to serve
as a director, officer, advisor, key employee or in any other capacity of the Company, as provided in Section 17. This Agreement,
however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any
period otherwise required by law or by other agreements or commitments of the parties, if any.


 


2.           DEFINITIONS.
As used in this Agreement:


 


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


 


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


 


2.3          Cayman
Court” means the courts of the Cayman Islands.


 


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


 


2.4.1        Acquisition
of Shares by Third Party. Other than an affiliate of Crypto 1 Sponsor LLC (the “Sponsor”), 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 (i) 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 (ii) such
acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change
in Control under any other part of this definition;


 


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


 






    	 	- 2 -	 



     


    

 


2.4.3        Corporate
Transactions. The effective date on which the Company merges or engages in a share exchange, asset acquisition, share purchase, or
reorganization or engages in any other similar initial business combination with one or more businesses or entities (a “Business
Combination”), in each case, unless, following such Business Combination: (i) 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 50% 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; (ii) other
than an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner,
directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities 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 (iii) at least a majority of the board of directors of the corporation resulting from such Business Combination were Continuing
Directors at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination;


 


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


 


2.4.5        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.


 


2.5          “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.


 


2.6          “Disinterested
Director” means 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.


 






    	 	- 3 -	 



     


    

 


2.7          “Enterprise”
means 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, general partner, manager, managing member, fiduciary, employee or agent.


 


2.8          “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


2.9          “Expenses”
shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all 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 each case reasonably incurred in connection with,
or as a result of, prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a deponent or a witness
in, settlement or appeal of, or otherwise participating in, a Proceeding, including reasonable compensation for time spent by the Indemnitee
for which he, she or they is or are not otherwise compensated by the Company or any third party. Expenses also shall include Expenses
incurred in connection with any appeal resulting from any Proceeding, including without limitation the principal, premium, security for,
and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses, however, shall not include
amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


 


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


 


2.11        References
to “fines” shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan; references
to “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.


 






    	 	- 4 -	 



     


    

 


2.12        “New
York Court” shall mean the courts of the State of New York or the United States District Court for the Southern District of
the State of New York.


 


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


 


2.14        The
term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate
dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding,
whether brought in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims),
criminal, administrative, legislative or investigative or related nature (whether formal or informal), including any appeal therefrom,
in which Indemnitee was, is, will or might be involved as a party, potential party, non-party witness 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 him, her or them
or of any action (or failure to act) on his, her or their part while acting as a director or officer of the Company, or by reason of the
fact that he, she or they is/are or was/were serving at the request of the Company as a director, officer, trustee, general partner, manager,
managing member, fiduciary, employee, advisor, 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.


 


2.15        The
term “Registration Statement” shall mean the Company’s Registration Statement on Form S-1 (File No. 333-261051),
filed with the U.S. Securities and Exchange Commission for its initial public offering of securities.


 


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


 


2.17        The
term “Trust Account” shall mean the gross proceeds of the initial public offering of securities pursuant to the Registration
Statement and sale of units by the Company deposited into a trust account for the benefit of the Company and the holders of the Company’s
ordinary shares, no par value.


 






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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,
fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on his, her or their behalf in connection
with such Proceeding or any claim, issue or matter therein, if Indemnitee acted honestly and in good faith and in a manner he, she or
they reasonably believed to be in the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause
to believe that his, her or their conduct was unlawful; provided, in no event shall Indemnitee be entitled to be indemnified, held harmless
or advanced any amounts hereunder in respect of any Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement
(if any) that Indemnitee may incur by reason of his, her or their own actual fraud or intentional misconduct. Indemnitee shall not be
found to have committed actual fraud or intentional misconduct for any purpose of this Agreement unless or until a court of competent
jurisdiction shall have made a finding to that effect.


 


4.           INDEMNITY
IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by applicable
law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee
was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding by or in the
right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee
shall be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by him, her or them or on his,
her or their behalf in connection with such Proceeding or any claim, issue or matter therein, provided that Indemnitee acted honestly
and in good faith and in a manner he, she or they reasonably believed to be in the best interests of the Company and, in the case of a
criminal Proceeding, had no reasonable cause to believe that his, her or their conduct was unlawful. No indemnification, hold harmless
or exoneration for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall
have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless and only to the extent that any court
in which the Proceeding was brought or the Cayman 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, but subject to Section 27, to the extent that Indemnitee was or is a party to (or a participant in) and is successful,
on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall,
to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and
reasonably incurred by him, her or them or on his, her or their behalf 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 and provided in all cases that Indemnitee acted honestly
and in good faith and in a manner he, she or they reasonably believed to be in the best interests of the Company and, in the case of a
criminal Proceeding, had no reasonable cause to believe that his, her or their conduct was unlawful, indemnify, hold harmless and exonerate
Indemnitee against all Expenses actually and reasonably incurred by him, her or them or on his, her or their 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 and provided in all cases that Indemnitee acted honestly and in good faith and in a
manner he, she or they reasonably believed to be in the best interests of the Company and, in the case of a criminal Proceeding, had no
reasonable cause to believe that his, her or their conduct was unlawful, indemnify, hold harmless and exonerate Indemnitee against all
Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which Indemnitee was
successful. For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding
by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.


 


6.           INDEMNIFICATION
FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, but subject
to Section 27, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or deponent in any Proceeding
to which Indemnitee 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, but subject to Section 27, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless
and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or
in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in
settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments,
fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding, provided
always that Indemnitee acted honestly and in good faith and in a manner he, she or they reasonably believed to be in the best interests
of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his, her or their conduct was unlawful.
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.


 






    	 	- 7 -	 



     


    

 


8.           CONTRIBUTION
IN THE EVENT OF JOINT LIABILITY.


 


8.1           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.


 


8.2           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.


 


8.3           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.


 


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


 


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


 


(ii)           for
an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the
meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; or


 


(iii)           except
as otherwise provided in Sections 14.5 hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any
Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company
or its directors, officers, employees or other indemnitees, unless (a) the Board authorized the Proceeding (or any part of any Proceeding)
prior to its initiation or (b) the Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion,
pursuant to the powers vested in the Company under applicable law.


 






    	 	- 8 -	 



     


    

 


10.         ADVANCES
OF EXPENSES; DEFENSE OF CLAIM.


 


10.1        Notwithstanding
any provision of this Agreement to the contrary, but subject to Section 27, and to the fullest extent not prohibited by applicable
law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within
three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements
requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted
by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s
ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated
under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to
enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances
claimed. To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding
shall be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay the advance to the extent
that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement,
the Memorandum and Articles, applicable law or otherwise. If it shall be determined by a final judgment or other final adjudication that
Indemnitee was not so entitled to indemnification, any advancement shall be returned to the Company (without interest) by the Indemnitee.
This Section 10.1 shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment
is excluded pursuant to Section 9, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination
that Indemnitee is liable therefor.


 


10.2        The
Company will be entitled to participate in the Proceeding at its own expense.


 


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


 


11.         PROCEDURE
FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.


 


11.1        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 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.


 


11.2        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, her or their
sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification
shall be determined according to Section 12.1 of this Agreement.


 






    	 	- 9 -	 



     


    

 


12.         PROCEDURE
UPON APPLICATION FOR INDEMNIFICATION.


 


12.1        A
determination, if required by applicable law and/or the Memorandum and Articles, with respect to Indemnitee’s entitlement to indemnification
shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) by a majority
vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated
by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent
Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (iv) by vote of the shareholders
by ordinary resolution. The Company will promptly 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 Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such
determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification)
and the Company hereby agrees to indemnify and hold Indemnitee harmless therefrom.


 


12.2        In
the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12.1 hereof,
the Independent Counsel shall be selected as provided in this Section 12.2. The Independent Counsel shall be selected by Indemnitee
(unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising
it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements
of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board,
the Company shall give written notice to Indemnitee advising him, her or them of the identity of the Independent Counsel so selected and
certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2
of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written
notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such
selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not
meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set
forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as
Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent
Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without
merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11.2
hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman
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 Cayman Court, and the person with respect to whom
all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12.1 hereof. Upon the due
commencement of any judicial proceeding or arbitration pursuant to Section 14.1 of this Agreement, Independent Counsel shall
be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct
then prevailing).


 






    	 	- 10 -	 



     


    

 


12.3        The
Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent
Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant
hereto.


 


13.         PRESUMPTIONS
AND EFFECT OF CERTAIN PROCEEDINGS.


 


13.1        In
making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination
shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification
in accordance with Section 11.2 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.


 


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


 


13.3        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 honestly and in good faith and in a manner
which he, she or they reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal
Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.


 






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13.4        For
purposes of any determination of honesty and/or good faith, Indemnitee shall be deemed to have acted in honestly and good faith if
Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information
supplied to Indemnitee by the directors, manager, or officers of the Enterprise in the course of their duties, or on the advice of legal
counsel for the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member,
or on information or records given or reports made to the Enterprise, its Board, any committee of the Board or any director, trustee,
general partner, manager or managing member, by an independent certified public accountant or by an appraiser or other expert selected
by the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member. The provisions
of this Section 13.4 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.


 


13.5        The
knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary, agent
or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.


 


14.         REMEDIES
OF INDEMNITEE.


 


14.1        In
the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advances of Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to
Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12.1
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 12.1 of this Agreement within ten (10) days after
receipt by the Company of a written request therefor, (v) a contribution payment is not made in a timely manner pursuant to Section 8
of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days
after a determination has been made that Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee pursuant to any
hold harmless or exoneration rights under this Agreement or otherwise is not made in accordance with this Agreement within ten (10) days
after receipt by the Company of a written request therefor, Indemnitee shall be entitled to an adjudication by the New York Court
to such indemnification, hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee, at his, her or
their 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 Cayman Islands 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.


 


14.2        In
the event that a determination shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee is not entitled to
indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects
as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any
judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to be
indemnified, held harmless, exonerated to receive advances of Expenses under this Agreement and the Company shall have the burden of proving
Indemnitee is not entitled to be indemnified, held harmless, exonerated and to receive advances of Expenses, as the case may be, and the
Company may not refer to or introduce into evidence any determination pursuant to Section 12.1 of this Agreement adverse to Indemnitee
for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee shall
not be required to reimburse the Company for any advances pursuant to Section 10 until a final determination is made with respect
to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).


 






    	 	- 12 -	 



     


    

 


14.3        If
a determination shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee is entitled to indemnification, the
Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent
(i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement
not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under
applicable law.


 


14.4        The
Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the
procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any
such arbitrator that the Company is bound by all the provisions of this Agreement.


 


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


 


15.         SECURITY.
Notwithstanding anything herein to the contrary, but subject to Section 27, to the extent requested by Indemnitee and approved by
the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder
through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not
be revoked or released without the prior written consent of Indemnitee.


 






    	 	- 13 -	 



     


    

 


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


 


16.1        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 Memorandum and Articles, any agreement, a vote of shareholders or a resolution of directors, or
otherwise. No amendment, alteration or repeal of this Agreement or the Memorandum and Articles or of any provision hereof or thereof shall
limit or restrict any right of Indemnitee under this Agreement or the Memorandum and Articles in respect of any Proceeding (regardless
of when such Proceeding is first threatened, commenced or completed) or claim, issue or matter therein arising out of, or related to,
any action taken or omitted by such Indemnitee in his 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 Memorandum and Articles or this Agreement, then this Agreement (without
any further action by the parties hereto) shall automatically be deemed to be amended to require that the Company indemnifies the Indemnitee
to the fullest extent permitted by law. No right or remedy herein conferred is intended to be exclusive of any other right or remedy,
and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other right or remedy.


 


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


 


16.3        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 use commercially reasonable efforts to cause such insurers to pay, on behalf of Indemnitee, all
amounts payable as a result of such Proceeding in accordance with the terms of such policies.


 






    	 	- 14 -	 



     


    

 


16.4        In
the event of any payment under this Agreement, the Company, to the fullest extent permitted by law, shall be subrogated to the extent
of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to
secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.
No such payment by the Company shall be deemed to relieve any insurer of its obligations.


 


16.5        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, but subject to Section 27,
(i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration,
advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s
satisfaction and performance of all its obligations under this Agreement, and (ii) the Company shall perform fully its obligations
under this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless,
exoneration, contribution or insurance coverage rights against any person or entity other than the Company.


 


16.6        Notwithstanding
anything contained herein, the Company is the primary indemnitor, and any indemnification or advancement obligation of the Sponsor or
its affiliates or members or any other Person is secondary.


 


17.         DURATION
OF AGREEMENT. All agreements and obligations of the Company contained herein shall continue during
the period Indemnitee serves as a director or officer of the Company or as a director, officer, trustee, partner, manager, managing member,
fiduciary, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which
Indemnitee serves at the request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding
(including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason
of his Corporate Status, whether or not he, she or they is or are acting in any such capacity at the time any liability or expense is
incurred for which indemnification or advancement can be provided under this Agreement.


 


18.         SEVERABILITY.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) 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; (ii) 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 (iii) 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.


 






    	 	- 15 -	 



     


    

 


19.         ENFORCEMENT
AND BINDING EFFECT.


 


19.1        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.


 


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


 


19.3        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 his, her or their spouse, assigns, heirs, devisees, executors and administrators and other legal
representatives.


 


19.4        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.


 


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


 






    	 	- 16 -	 



     


    

 


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


 


21.          NOTICES.
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly
given (i) if delivered by hand and received for by the party to whom said notice or other communication shall have been directed,
on such delivery, (ii) if mailed by certified or registered mail with postage prepaid, on the third (3rd) business day
after the date on which it is so mailed, or (iii) if delivered by electronic mail, on the date of such delivery:


 


(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:


 


Crypto 1 Acquisition Corp

1221 Brickell Avenue


Miami, Florida 33131

Attention: David Hytha, Chief Financial Officer

Email: david@crypto1.vip


 


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


 


Reed Smith LLP


506 Carnegie Center, Suite 300


Princeton, New Jersey 08540


Attn: Edward P. Bromley III, Esq.


Email: ebromley@reedsmith.com


 


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


 


22.         APPLICABLE
LAW AND CONSENT TO JURISDICTION. This Agreement and the rights and obligations of the parties
hereunder shall be construed in accordance with and governed by the laws of the Cayman Islands, without giving effect to the conflict
of law principles thereof. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement,
to the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally: (i) agree that any action
or proceeding arising out of or in connection with this Agreement shall be brought only in the New York Court; (ii) consent to submit
to the exclusive jurisdiction of the New York Court for purposes of any action or proceeding arising out of or in connection with this
Agreement; (iii) waive any objection to the laying of venue of any such action or proceeding in the New York Court; and (iv) waive,
and agree not to plead or to make, any claim that any such action or proceeding brought in the New York Court has been brought in an improper
or inconvenient forum, or is subject (in whole or in part) to a jury trial.


 






    	 	- 17 -	 



     


    

 


23.         IDENTICAL
COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall
for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart
signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.


 


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


 


25.           PERIOD
OF LIMITATIONS. No legal action shall be brought and no cause of action shall be asserted by
or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives
after the expiration of two 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. The period
of limitations set forth in this Section 25 shall no longer be applicable in the case of fraud, gross negligence and willful misconduct.


 


26.         ADDITIONAL
ACTS. If for the validation of any of the provisions in this Agreement any act, resolution, approval
or other procedure is required, to the fullest extent permitted by law, the Company undertakes to cause such act, resolution, approval
or other procedure to be affected or adopted in a manner that will enable the Company to fulfill its obligations under this Agreement.


 


27.         WAIVER
OF CLAIMS TO TRUST ACCOUNT. Notwithstanding anything contained herein to the contrary, Indemnitee
hereby agrees that it does not have any right, title, interest or claim of any kind (each, a “Claim”) in or to any
monies in the Trust Account, and hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided
to the Company and will not seek recourse against such Trust Account for any reason whatsoever. Accordingly, Indemnitee acknowledges
and agrees that any indemnification provided hereto will only be able to be satisfied by the Company if (i) the Company has sufficient
funds outside of the Trust Account to satisfy its obligations hereunder or (ii) the Company consummates an initial business combination.


 


28.         MAINTENANCE
OF INSURANCE


 


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


 









    	 	- 18 -	 



     


    

 


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


 


	 	CRYPTO 1 ACQUISITION CORP
	 	 
	 	By:	 /s/ Michael (Xu) Zhao
	 	Name: Michael (Xu) Zhao
	 	Title: Chief Executive Officer
	 	 
	 	INDEMNITEE
	 	 
	 	/s/ David Hytha
	 	David Hytha
	 	Address:
	 	c/o Crypto 1 Acquisition Corp
	 	1221 Brickell Avenue
	 	Miami, Florida 33131
	 	Email: david@crypto1.vip



 









     


     


    

 



 


INDEMNITY AGREEMENT


 


THIS
INDEMNITY AGREEMENT (this “Agreement”) is entered into on December 6, 2021, by and between Crypto
1 Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Najamul Kidwai (“Indemnitee”).


 


RECITALS


 


WHEREAS,
it is customary to provide officers and/or directors with adequate protection through insurance or adequate indemnification against 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 any of its subsidiaries from certain liabilities;


 


WHEREAS,
the Board believes that traditional insurance may be available to it in the future only at higher premiums and with more exclusions. The
Amended and Restated Memorandum and Articles of Association (the “Memorandum and Articles”) of the Company provide
for the indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to applicable
Cayman Islands law. The Memorandum and Articles provide that the indemnification provisions set forth therein are not exclusive, and thereby
contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to
indemnification, hold harmless, exoneration, advancement and reimbursement rights;


 


WHEREAS,
the uncertainties relating to such insurance and its scope make the increased protection afforded by indemnification appropriate;


 


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;


 


WHEREAS,
this Agreement is a supplement to and in furtherance of the Memorandum and Articles 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 and/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 he, she or they be so indemnified.


 






     

     


    

 


NOW,
THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter
agreement dated as of December 6, 2021 between the Company and Indemnitee pursuant to the Underwriting Agreement among the Company
and the underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and
agree as follows:


 


TERMS AND CONDITIONS


 


1.            SERVICES
TO THE COMPANY. In consideration of the Company’s covenants and obligations hereunder, Indemnitee
will serve or continue to serve as an officer, director, advisor, key employee or in any other capacity of the Company, as applicable,
for so long as Indemnitee is duly elected, appointed or retained or until Indemnitee tenders his, her or their resignation or until Indemnitee
is removed. The foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased to serve
as a director, officer, advisor, key employee or in any other capacity of the Company, as provided in Section 17. This Agreement,
however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any
period otherwise required by law or by other agreements or commitments of the parties, if any.


 


2.            DEFINITIONS.
As used in this Agreement:


 


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


 


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


 


2.3           Cayman
Court” means the courts of the Cayman Islands.


 


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


 


2.4.1        Acquisition
of Shares by Third Party. Other than an affiliate of Crypto 1 Sponsor LLC (the “Sponsor”), 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 (i) 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 (ii) such
acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change
in Control under any other part of this definition;


 


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


 






    	 	- 2 -	 



     


    

 


2.4.3        Corporate
Transactions. The effective date on which the Company merges or engages in a share exchange, asset acquisition, share purchase, or
reorganization or engages in any other similar initial business combination with one or more businesses or entities (a “Business
Combination”), in each case, unless, following such Business Combination: (i) 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 50% 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; (ii) other
than an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner,
directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities 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 (iii) at least a majority of the board of directors of the corporation resulting from such Business Combination were Continuing
Directors at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination;


 


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


 


2.4.5        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.


 


2.5          “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.


 


2.6          “Disinterested
Director” means 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.


 






    	 	- 3 -	 



     


    

 


2.7          “Enterprise”
means 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, general partner, manager, managing member, fiduciary, employee or agent.


 


2.8          “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


2.9          “Expenses”
shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all 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 each case reasonably incurred in connection with,
or as a result of, prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a deponent or a witness
in, settlement or appeal of, or otherwise participating in, a Proceeding, including reasonable compensation for time spent by the Indemnitee
for which he, she or they is or are not otherwise compensated by the Company or any third party. Expenses also shall include Expenses
incurred in connection with any appeal resulting from any Proceeding, including without limitation the principal, premium, security for,
and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses, however, shall not include
amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


 


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


 


2.11        References
to “fines” shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan; references
to “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.


 






    	 	- 4 -	 



     


    

 


2.12        “New
York Court” shall mean the courts of the State of New York or the United States District Court for the Southern District of
the State of New York.


 


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


 


2.14        The
term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate
dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding,
whether brought in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims),
criminal, administrative, legislative or investigative or related nature (whether formal or informal), including any appeal therefrom,
in which Indemnitee was, is, will or might be involved as a party, potential party, non-party witness 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 him, her or them
or of any action (or failure to act) on his, her or their part while acting as a director or officer of the Company, or by reason of the
fact that he, she or they is/are or was/were serving at the request of the Company as a director, officer, trustee, general partner, manager,
managing member, fiduciary, employee, advisor, 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.


 


2.15        The
term “Registration Statement” shall mean the Company’s Registration Statement on Form S-1 (File No. 333-261051),
filed with the U.S. Securities and Exchange Commission for its initial public offering of securities.


 


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


 


2.17        The
term “Trust Account” shall mean the gross proceeds of the initial public offering of securities pursuant to the Registration
Statement and sale of units by the Company deposited into a trust account for the benefit of the Company and the holders of the Company’s
ordinary shares, no par value.


 






    	 	- 5 -	 



     


    

 


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,
fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on his, her or their behalf in connection
with such Proceeding or any claim, issue or matter therein, if Indemnitee acted honestly and in good faith and in a manner he, she or
they reasonably believed to be in the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause
to believe that his, her or their conduct was unlawful; provided, in no event shall Indemnitee be entitled to be indemnified, held harmless
or advanced any amounts hereunder in respect of any Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement
(if any) that Indemnitee may incur by reason of his, her or their own actual fraud or intentional misconduct. Indemnitee shall not be
found to have committed actual fraud or intentional misconduct for any purpose of this Agreement unless or until a court of competent
jurisdiction shall have made a finding to that effect.


 


4.           INDEMNITY
IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by applicable
law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee
was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding by or in the
right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee
shall be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by him, her or them or on his,
her or their behalf in connection with such Proceeding or any claim, issue or matter therein, provided that Indemnitee acted honestly
and in good faith and in a manner he, she or they reasonably believed to be in the best interests of the Company and, in the case of a
criminal Proceeding, had no reasonable cause to believe that his, her or their conduct was unlawful. No indemnification, hold harmless
or exoneration for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall
have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless and only to the extent that any court
in which the Proceeding was brought or the Cayman 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, but subject to Section 27, to the extent that Indemnitee was or is a party to (or a participant in) and is successful,
on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall,
to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and
reasonably incurred by him, her or them or on his, her or their behalf 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 and provided in all cases that Indemnitee acted honestly
and in good faith and in a manner he, she or they reasonably believed to be in the best interests of the Company and, in the case of a
criminal Proceeding, had no reasonable cause to believe that his, her or their conduct was unlawful, indemnify, hold harmless and exonerate
Indemnitee against all Expenses actually and reasonably incurred by him, her or them or on his, her or their 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 and provided in all cases that Indemnitee acted honestly and in good faith and in a
manner he, she or they reasonably believed to be in the best interests of the Company and, in the case of a criminal Proceeding, had no
reasonable cause to believe that his, her or their conduct was unlawful, indemnify, hold harmless and exonerate Indemnitee against all
Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which Indemnitee was
successful. For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding
by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.


 


6.           INDEMNIFICATION
FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, but subject
to Section 27, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or deponent in any Proceeding
to which Indemnitee 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, but subject to Section 27, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless
and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or
in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in
settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments,
fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding, provided
always that Indemnitee acted honestly and in good faith and in a manner he, she or they reasonably believed to be in the best interests
of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his, her or their conduct was unlawful.
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.


 






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8.             CONTRIBUTION
IN THE EVENT OF JOINT LIABILITY.


 


8.1           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.


 


8.2           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.


 


8.3           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.


 


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


 


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


 


(ii)           for
an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the
meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; or


 


(iii)          except
as otherwise provided in Sections 14.5 hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any
Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company
or its directors, officers, employees or other indemnitees, unless (a) the Board authorized the Proceeding (or any part of any Proceeding)
prior to its initiation or (b) the Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion,
pursuant to the powers vested in the Company under applicable law.


 


10.          ADVANCES
OF EXPENSES; DEFENSE OF CLAIM.


 


10.1         Notwithstanding
any provision of this Agreement to the contrary, but subject to Section 27, and to the fullest extent not prohibited by applicable
law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within
three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements
requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted
by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s
ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated
under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to
enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances
claimed. To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding
shall be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay the advance to the extent
that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement,
the Memorandum and Articles, applicable law or otherwise. If it shall be determined by a final judgment or other final adjudication that
Indemnitee was not so entitled to indemnification, any advancement shall be returned to the Company (without interest) by the Indemnitee.
This Section 10.1 shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment
is excluded pursuant to Section 9, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination
that Indemnitee is liable therefor.


 






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10.2        The
Company will be entitled to participate in the Proceeding at its own expense.


 


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


 


11.          PROCEDURE
FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.


 


11.1         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 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.


 


11.2         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, her or their
sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification
shall be determined according to Section 12.1 of this Agreement.


 


12.          PROCEDURE
UPON APPLICATION FOR INDEMNIFICATION.


 


12.1        A
determination, if required by applicable law and/or the Memorandum and Articles, with respect to Indemnitee’s entitlement to indemnification
shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) by a majority
vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated
by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent
Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (iv) by vote of the shareholders
by ordinary resolution. The Company will promptly 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 Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such
determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification)
and the Company hereby agrees to indemnify and hold Indemnitee harmless therefrom.


 






    	 	- 9 -	 



     


    

 


12.2         In
the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12.1 hereof,
the Independent Counsel shall be selected as provided in this Section 12.2. The Independent Counsel shall be selected by Indemnitee
(unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising
it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements
of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board,
the Company shall give written notice to Indemnitee advising him, her or them of the identity of the Independent Counsel so selected and
certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2
of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written
notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such
selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not
meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set
forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as
Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent
Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without
merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11.2
hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman
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 Cayman Court, and the person with respect to whom
all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12.1 hereof. Upon the due
commencement of any judicial proceeding or arbitration pursuant to Section 14.1 of this Agreement, Independent Counsel shall
be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct
then prevailing).


 






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12.3        The
Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent
Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant
hereto.


 


13.          PRESUMPTIONS
AND EFFECT OF CERTAIN PROCEEDINGS.


 


13.1         In
making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination
shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification
in accordance with Section 11.2 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.


 


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


 


13.3         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 honestly and in good faith and in a manner
which he, she or they reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal
Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.


 


13.4         For
purposes of any determination of honesty and/or good faith, Indemnitee shall be deemed to have acted in honestly and good faith if
Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information
supplied to Indemnitee by the directors, manager, or officers of the Enterprise in the course of their duties, or on the advice of legal
counsel for the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member,
or on information or records given or reports made to the Enterprise, its Board, any committee of the Board or any director, trustee,
general partner, manager or managing member, by an independent certified public accountant or by an appraiser or other expert selected
by the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member. The provisions
of this Section 13.4 shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be
deemed or found to have met the applicable standard of conduct set forth in this Agreement.


 






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13.5         The
knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary, agent
or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.


 


14.          REMEDIES
OF INDEMNITEE.


 


14.1         In
the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advances of Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to
Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12.1
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 12.1 of this Agreement within ten (10) days after
receipt by the Company of a written request therefor, (v) a contribution payment is not made in a timely manner pursuant to Section 8
of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days
after a determination has been made that Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee pursuant to any
hold harmless or exoneration rights under this Agreement or otherwise is not made in accordance with this Agreement within ten (10) days
after receipt by the Company of a written request therefor, Indemnitee shall be entitled to an adjudication by the New York Court
to such indemnification, hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee, at his, her or
their 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 Cayman Islands 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.


 


14.2         In
the event that a determination shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee is not entitled to
indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects
as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any
judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to be
indemnified, held harmless, exonerated to receive advances of Expenses under this Agreement and the Company shall have the burden of proving
Indemnitee is not entitled to be indemnified, held harmless, exonerated and to receive advances of Expenses, as the case may be, and the
Company may not refer to or introduce into evidence any determination pursuant to Section 12.1 of this Agreement adverse to Indemnitee
for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee shall
not be required to reimburse the Company for any advances pursuant to Section 10 until a final determination is made with respect
to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).


 






    	 	- 12 -	 



     


    

 


14.3         If
a determination shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee is entitled to indemnification, the
Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent
(i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement
not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under
applicable law.


 


14.4        The
Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the
procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any
such arbitrator that the Company is bound by all the provisions of this Agreement.


 


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


 


15.          SECURITY.
Notwithstanding anything herein to the contrary, but subject to Section 27, to the extent requested by Indemnitee and approved by
the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder
through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not
be revoked or released without the prior written consent of Indemnitee.


 


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


 


16.1         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 Memorandum and Articles, any agreement, a vote of shareholders or a resolution of directors, or
otherwise. No amendment, alteration or repeal of this Agreement or the Memorandum and Articles or of any provision hereof or thereof shall
limit or restrict any right of Indemnitee under this Agreement or the Memorandum and Articles in respect of any Proceeding (regardless
of when such Proceeding is first threatened, commenced or completed) or claim, issue or matter therein arising out of, or related to,
any action taken or omitted by such Indemnitee in his 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 Memorandum and Articles or this Agreement, then this Agreement (without
any further action by the parties hereto) shall automatically be deemed to be amended to require that the Company indemnifies the Indemnitee
to the fullest extent permitted by law. No right or remedy herein conferred is intended to be exclusive of any other right or remedy,
and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other right or remedy.


 






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


 


16.3        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 use commercially reasonable efforts to cause such insurers to pay, on behalf of Indemnitee, all
amounts payable as a result of such Proceeding in accordance with the terms of such policies.


 


16.4        In
the event of any payment under this Agreement, the Company, to the fullest extent permitted by law, shall be subrogated to the extent
of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to
secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.
No such payment by the Company shall be deemed to relieve any insurer of its obligations.


 






    	 	- 14 -	 



     


    

 


16.5        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, but subject to Section 27,
(i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration,
advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s
satisfaction and performance of all its obligations under this Agreement, and (ii) the Company shall perform fully its obligations
under this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless,
exoneration, contribution or insurance coverage rights against any person or entity other than the Company.


 


16.6        Notwithstanding
anything contained herein, the Company is the primary indemnitor, and any indemnification or advancement obligation of the Sponsor or
its affiliates or members or any other Person is secondary.


 


17.          DURATION
OF AGREEMENT. All agreements and obligations of the Company contained herein shall continue during
the period Indemnitee serves as a director or officer of the Company or as a director, officer, trustee, partner, manager, managing member,
fiduciary, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which
Indemnitee serves at the request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding
(including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason
of his Corporate Status, whether or not he, she or they is or are acting in any such capacity at the time any liability or expense is
incurred for which indemnification or advancement can be provided under this Agreement.


 


18.          SEVERABILITY.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) 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; (ii) 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 (iii) 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.


 






    	 	- 15 -	 



     


    

 


19.          ENFORCEMENT
AND BINDING EFFECT.


 


19.1         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.


 


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


 


19.3         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 his, her or their spouse, assigns, heirs, devisees, executors and administrators and other legal
representatives.


 


19.4         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.


 


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


 






    	 	- 16 -	 



     


    

 


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


 


21.          NOTICES.
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly
given (i) if delivered by hand and received for by the party to whom said notice or other communication shall have been directed,
on such delivery, (ii) if mailed by certified or registered mail with postage prepaid, on the third (3rd) business day
after the date on which it is so mailed, or (iii) if delivered by electronic mail, on the date of such delivery:


 


(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:


 


Crypto 1 Acquisition Corp

1221 Brickell Avenue 


Miami, Florida 33131

Attention: David Hytha, Chief Financial Officer

Email: david@crypto1.vip


 


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


 


Reed Smith LLP 


506 Carnegie Center, Suite 300 


Princeton, New Jersey 08540 


Attn: Edward P. Bromley III, Esq. 


Email: ebromley@reedsmith.com


 


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


 


22.          APPLICABLE
LAW AND CONSENT TO JURISDICTION. This Agreement and the rights and obligations of the parties
hereunder shall be construed in accordance with and governed by the laws of the Cayman Islands, without giving effect to the conflict
of law principles thereof. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement,
to the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally: (i) agree that any action
or proceeding arising out of or in connection with this Agreement shall be brought only in the New York Court; (ii) consent to submit
to the exclusive jurisdiction of the New York Court for purposes of any action or proceeding arising out of or in connection with this
Agreement; (iii) waive any objection to the laying of venue of any such action or proceeding in the New York Court; and (iv) waive,
and agree not to plead or to make, any claim that any such action or proceeding brought in the New York Court has been brought in an improper
or inconvenient forum, or is subject (in whole or in part) to a jury trial.


 






    	 	- 17 -	 



     


    

 


23.          IDENTICAL
COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall
for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart
signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.


 


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


 


25.          PERIOD
OF LIMITATIONS. No legal action shall be brought and no cause of action shall be asserted by
or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives
after the expiration of two 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. The period
of limitations set forth in this Section 25 shall no longer be applicable in the case of fraud, gross negligence and willful misconduct.


 


26.          ADDITIONAL
ACTS. If for the validation of any of the provisions in this Agreement any act, resolution, approval
or other procedure is required, to the fullest extent permitted by law, the Company undertakes to cause such act, resolution, approval
or other procedure to be affected or adopted in a manner that will enable the Company to fulfill its obligations under this Agreement.


 


27.          WAIVER
OF CLAIMS TO TRUST ACCOUNT. Notwithstanding anything contained herein to the contrary, Indemnitee
hereby agrees that it does not have any right, title, interest or claim of any kind (each, a “Claim”) in or to any
monies in the Trust Account, and hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided
to the Company and will not seek recourse against such Trust Account for any reason whatsoever. Accordingly, Indemnitee acknowledges
and agrees that any indemnification provided hereto will only be able to be satisfied by the Company if (i) the Company has sufficient
funds outside of the Trust Account to satisfy its obligations hereunder or (ii) the Company consummates an initial business combination.


 


28.          MAINTENANCE
OF INSURANCE


 


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


 






    	 	- 18 -	 



     


    







 


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


 


	 	CRYPTO 1 ACQUISITION CORP




 


	 	By:	/s/ Michael (Xu) Zhao






	 	Name: Michael (Xu) Zhao
	 	Title:   Chief Executive Officer






 





	 	INDEMNITEE




 


	 	/s/Najamul Kidwai






	 	Najamul Kidwai
	 	Address:

c/o Crypto 1 Acquisition Corp

1221 Brickell Avenue 



	 	Miami, Florida 33131
	 	Email: david@crypto1.vip






 






     

     


    





 


INDEMNITY AGREEMENT


 


THIS
INDEMNITY AGREEMENT (this “Agreement”) is entered into on December 6, 2021, by and between Crypto
1 Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Matthew Krna (“Indemnitee”).


 


RECITALS


 


WHEREAS,
it is customary to provide officers and/or directors with adequate protection through insurance or adequate indemnification against 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 any of its subsidiaries from certain liabilities;


 


WHEREAS,
the Board believes that traditional insurance may be available to it in the future only at higher premiums and with more exclusions. The
Amended and Restated Memorandum and Articles of Association (the “Memorandum and Articles”) of the Company provide
for the indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to applicable
Cayman Islands law. The Memorandum and Articles provide that the indemnification provisions set forth therein are not exclusive, and thereby
contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to
indemnification, hold harmless, exoneration, advancement and reimbursement rights;


 


WHEREAS,
the uncertainties relating to such insurance and its scope make the increased protection afforded by indemnification appropriate;


 


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;


 


WHEREAS,
this Agreement is a supplement to and in furtherance of the Memorandum and Articles 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 and/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 he, she or they be so indemnified.


 



    


     


    

 





NOW,
THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter
agreement dated as of December 6, 2021 between the Company and Indemnitee pursuant to the Underwriting Agreement among the Company
and the underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and
agree as follows:


 


TERMS AND CONDITIONS


 


1.            SERVICES
TO THE COMPANY. In consideration of the Company’s covenants and obligations hereunder, Indemnitee
will serve or continue to serve as an officer, director, advisor, key employee or in any other capacity of the Company, as applicable,
for so long as Indemnitee is duly elected, appointed or retained or until Indemnitee tenders his, her or their resignation or until Indemnitee
is removed. The foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased to serve
as a director, officer, advisor, key employee or in any other capacity of the Company, as provided in Section 17. This Agreement,
however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any
period otherwise required by law or by other agreements or commitments of the parties, if any.


 


2.            DEFINITIONS.
As used in this Agreement:


 


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


 


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


 


2.3           Cayman
Court” means the courts of the Cayman Islands.


 


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


 


2.4.1           Acquisition
of Shares by Third Party. Other than an affiliate of Crypto 1 Sponsor LLC (the “Sponsor”), 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 (i) 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 (ii) such
acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change
in Control under any other part of this definition;


 


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


 






    	 	- 2 -	 



     


    

 


2.4.3           Corporate
Transactions. The effective date on which the Company merges or engages in a share exchange, asset acquisition, share purchase, or
reorganization or engages in any other similar initial business combination with one or more businesses or entities (a “Business
Combination”), in each case, unless, following such Business Combination: (i) 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 50% 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; (ii) other
than an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner,
directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities 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 (iii) at least a majority of the board of directors of the corporation resulting from such Business Combination were Continuing
Directors at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination;


 


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


 


2.4.5          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.


 


2.5           “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.


 


2.6           “Disinterested
Director” means 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.


 






    	 	- 3 -	 



     


    

 


2.7           “Enterprise”
means 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, general partner, manager, managing member, fiduciary, employee or agent.


 


2.8           “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


2.9           “Expenses”
shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all 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 each case reasonably incurred in connection with,
or as a result of, prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a deponent or a witness
in, settlement or appeal of, or otherwise participating in, a Proceeding, including reasonable compensation for time spent by the Indemnitee
for which he, she or they is or are not otherwise compensated by the Company or any third party. Expenses also shall include Expenses
incurred in connection with any appeal resulting from any Proceeding, including without limitation the principal, premium, security for,
and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses, however, shall not include
amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


 


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


 


2.11        References
to “fines” shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan; references
to “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.


 






    	 	- 4 -	 



     


    

 


2.12         “New
York Court” shall mean the courts of the State of New York or the United States District Court for the Southern District of
the State of New York.


 


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


 


2.14         The
term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate
dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding,
whether brought in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims),
criminal, administrative, legislative or investigative or related nature (whether formal or informal), including any appeal therefrom,
in which Indemnitee was, is, will or might be involved as a party, potential party, non-party witness 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 him, her or them
or of any action (or failure to act) on his, her or their part while acting as a director or officer of the Company, or by reason of the
fact that he, she or they is/are or was/were serving at the request of the Company as a director, officer, trustee, general partner, manager,
managing member, fiduciary, employee, advisor, 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.


 


2.15         The
term “Registration Statement” shall mean the Company’s Registration Statement on Form S-1 (File No. 333-261051),
filed with the U.S. Securities and Exchange Commission for its initial public offering of securities.


 


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


 


2.17        The
term “Trust Account” shall mean the gross proceeds of the initial public offering of securities pursuant to the Registration
Statement and sale of units by the Company deposited into a trust account for the benefit of the Company and the holders of the Company’s
ordinary shares, no par value.


 






    	 	- 5 -	 



     


    

 


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,
fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on his, her or their behalf in connection
with such Proceeding or any claim, issue or matter therein, if Indemnitee acted honestly and in good faith and in a manner he, she or
they reasonably believed to be in the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause
to believe that his, her or their conduct was unlawful; provided, in no event shall Indemnitee be entitled to be indemnified, held harmless
or advanced any amounts hereunder in respect of any Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement
(if any) that Indemnitee may incur by reason of his, her or their own actual fraud or intentional misconduct. Indemnitee shall not be
found to have committed actual fraud or intentional misconduct for any purpose of this Agreement unless or until a court of competent
jurisdiction shall have made a finding to that effect.


 


4.           INDEMNITY
IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by applicable
law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee
was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding by or in the
right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee
shall be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by him, her or them or on his,
her or their behalf in connection with such Proceeding or any claim, issue or matter therein, provided that Indemnitee acted honestly
and in good faith and in a manner he, she or they reasonably believed to be in the best interests of the Company and, in the case of a
criminal Proceeding, had no reasonable cause to believe that his, her or their conduct was unlawful. No indemnification, hold harmless
or exoneration for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall
have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless and only to the extent that any court
in which the Proceeding was brought or the Cayman 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.


 






    	 	- 6 -	 



     


    

 


5.           INDEMNIFICATION
FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions
of this Agreement, but subject to Section 27, to the extent that Indemnitee was or is a party to (or a participant in) and is successful,
on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall,
to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and
reasonably incurred by him, her or them or on his, her or their behalf 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 and provided in all cases that Indemnitee acted honestly
and in good faith and in a manner he, she or they reasonably believed to be in the best interests of the Company and, in the case of a
criminal Proceeding, had no reasonable cause to believe that his, her or their conduct was unlawful, indemnify, hold harmless and exonerate
Indemnitee against all Expenses actually and reasonably incurred by him, her or them or on his, her or their 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 and provided in all cases that Indemnitee acted honestly and in good faith and in a
manner he, she or they reasonably believed to be in the best interests of the Company and, in the case of a criminal Proceeding, had no
reasonable cause to believe that his, her or their conduct was unlawful, indemnify, hold harmless and exonerate Indemnitee against all
Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which Indemnitee was
successful. For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding
by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.


 


6.           INDEMNIFICATION
FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, but subject
to Section 27, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or deponent in any Proceeding
to which Indemnitee 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, but subject to Section 27, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless
and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or
in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in
settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments,
fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding, provided
always that Indemnitee acted honestly and in good faith and in a manner he, she or they reasonably believed to be in the best interests
of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his, her or their conduct was unlawful.
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.


 






    	 	- 7 -	 



     


    

 


8.            CONTRIBUTION
IN THE EVENT OF JOINT LIABILITY.


 


8.1           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.


 


8.2           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.


 


8.3           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.


 


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


 


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


 


(ii)              for
an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the
meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; or


 


(iii)             except
as otherwise provided in Sections 14.5 hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any
Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company
or its directors, officers, employees or other indemnitees, unless (a) the Board authorized the Proceeding (or any part of any Proceeding)
prior to its initiation or (b) the Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion,
pursuant to the powers vested in the Company under applicable law.


 


10.          ADVANCES
OF EXPENSES; DEFENSE OF CLAIM.


 


10.1         Notwithstanding
any provision of this Agreement to the contrary, but subject to Section 27, and to the fullest extent not prohibited by applicable
law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within
three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements
requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted
by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s
ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated
under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to
enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances
claimed. To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding
shall be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay the advance to the extent
that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement,
the Memorandum and Articles, applicable law or otherwise. If it shall be determined by a final judgment or other final adjudication that
Indemnitee was not so entitled to indemnification, any advancement shall be returned to the Company (without interest) by the Indemnitee.
This Section 10.1 shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment
is excluded pursuant to Section 9, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination
that Indemnitee is liable therefor.


 






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10.2         The
Company will be entitled to participate in the Proceeding at its own expense.


 


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


 


11.          PROCEDURE
FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.


 


11.1         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 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.


 


11.2         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, her or their
sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification
shall be determined according to Section 12.1 of this Agreement.


 


12.          PROCEDURE
UPON APPLICATION FOR INDEMNIFICATION.


 


12.1        A
determination, if required by applicable law and/or the Memorandum and Articles, with respect to Indemnitee’s entitlement to indemnification
shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) by a majority
vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated
by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent
Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (iv) by vote of the shareholders
by ordinary resolution. The Company will promptly 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 Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such
determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification)
and the Company hereby agrees to indemnify and hold Indemnitee harmless therefrom.


 






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12.2         In
the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12.1 hereof,
the Independent Counsel shall be selected as provided in this Section 12.2. The Independent Counsel shall be selected by Indemnitee
(unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising
it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements
of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board,
the Company shall give written notice to Indemnitee advising him, her or them of the identity of the Independent Counsel so selected and
certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2
of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written
notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such
selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not
meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set
forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as
Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent
Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without
merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11.2
hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman
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 Cayman Court, and the person with respect to whom
all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12.1 hereof. Upon the due
commencement of any judicial proceeding or arbitration pursuant to Section 14.1 of this Agreement, Independent Counsel shall
be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct
then prevailing).


 






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12.3        The
Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent
Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement
pursuant hereto.


 


13.          PRESUMPTIONS
AND EFFECT OF CERTAIN PROCEEDINGS.


 


13.1        In
making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination
shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification
in accordance with Section 11.2 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.


 


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


 


13.3        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 honestly and in good faith and in a manner
which he, she or they reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal
Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.


 






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13.4        For
purposes of any determination of honesty and/or good faith, Indemnitee shall be deemed to have acted in honestly and good faith if
Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information
supplied to Indemnitee by the directors, manager, or officers of the Enterprise in the course of their duties, or on the advice of legal
counsel for the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member,
or on information or records given or reports made to the Enterprise, its Board, any committee of the Board or any director, trustee,
general partner, manager or managing member, by an independent certified public accountant or by an appraiser or other expert selected
by the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member. The provisions
of this Section 13.4 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.


 


13.5        The
knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary, agent
or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.


 


14.          REMEDIES
OF INDEMNITEE.


 


14.1         In
the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advances of Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to
Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12.1
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 12.1 of this Agreement within ten (10) days after
receipt by the Company of a written request therefor, (v) a contribution payment is not made in a timely manner pursuant to Section 8
of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days
after a determination has been made that Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee pursuant to any
hold harmless or exoneration rights under this Agreement or otherwise is not made in accordance with this Agreement within ten (10) days
after receipt by the Company of a written request therefor, Indemnitee shall be entitled to an adjudication by the New York Court
to such indemnification, hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee, at his, her or
their 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 Cayman Islands 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.


 


14.2         In
the event that a determination shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee is not entitled to
indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects
as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any
judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to be
indemnified, held harmless, exonerated to receive advances of Expenses under this Agreement and the Company shall have the burden of proving
Indemnitee is not entitled to be indemnified, held harmless, exonerated and to receive advances of Expenses, as the case may be, and the
Company may not refer to or introduce into evidence any determination pursuant to Section 12.1 of this Agreement adverse to Indemnitee
for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee shall
not be required to reimburse the Company for any advances pursuant to Section 10 until a final determination is made with respect
to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).


 






    	 	- 12 -	 



     


    

 


14.3         If
a determination shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee is entitled to indemnification, the
Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent
(i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement
not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under
applicable law.


 


14.4        The
Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the
procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any
such arbitrator that the Company is bound by all the provisions of this Agreement.


 


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


 


15.         SECURITY.
Notwithstanding anything herein to the contrary, but subject to Section 27, to the extent requested by Indemnitee and approved by
the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder
through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not
be revoked or released without the prior written consent of Indemnitee.


 






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


 


16.1        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 Memorandum and Articles, any agreement, a vote of shareholders or a resolution of directors, or
otherwise. No amendment, alteration or repeal of this Agreement or the Memorandum and Articles or of any provision hereof or thereof shall
limit or restrict any right of Indemnitee under this Agreement or the Memorandum and Articles in respect of any Proceeding (regardless
of when such Proceeding is first threatened, commenced or completed) or claim, issue or matter therein arising out of, or related to,
any action taken or omitted by such Indemnitee in his 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 Memorandum and Articles or this Agreement, then this Agreement (without
any further action by the parties hereto) shall automatically be deemed to be amended to require that the Company indemnifies the Indemnitee
to the fullest extent permitted by law. No right or remedy herein conferred is intended to be exclusive of any other right or remedy,
and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other right or remedy.


 


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


 


16.3        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 use commercially reasonable efforts to cause such insurers to pay, on behalf of Indemnitee, all
amounts payable as a result of such Proceeding in accordance with the terms of such policies.


 


16.4         In
the event of any payment under this Agreement, the Company, to the fullest extent permitted by law, shall be subrogated to the extent
of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to
secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.
No such payment by the Company shall be deemed to relieve any insurer of its obligations.


 






    	 	- 14 -	 



     


    

 


16.5        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, but subject to Section 27,
(i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration,
advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s
satisfaction and performance of all its obligations under this Agreement, and (ii) the Company shall perform fully its obligations
under this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless,
exoneration, contribution or insurance coverage rights against any person or entity other than the Company.


 


16.6        Notwithstanding
anything contained herein, the Company is the primary indemnitor, and any indemnification or advancement obligation of the Sponsor or
its affiliates or members or any other Person is secondary.


 


17.          DURATION
OF AGREEMENT. All agreements and obligations of the Company contained herein shall continue
during the period Indemnitee serves as a director or officer of the Company or as a director, officer, trustee, partner, manager, managing
member, fiduciary, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise
which Indemnitee serves at the request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible
Proceeding (including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement)
by reason of his Corporate Status, whether or not he, she or they is or are acting in any such capacity at the time any liability or
expense is incurred for which indemnification or advancement can be provided under this Agreement.


 


18.          SEVERABILITY.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) 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; (ii) 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 (iii) 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.


 






    	 	- 15 -	 



     


    

 


19.          ENFORCEMENT
AND BINDING EFFECT.


 


19.1        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.


 


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


 


19.3        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 his, her or their spouse, assigns, heirs, devisees, executors and administrators and other legal
representatives.


 


19.4        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.


 


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


 






    	 	- 16 -	 



     


    

 


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


 


21.          NOTICES.
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly
given (i) if delivered by hand and received for by the party to whom said notice or other communication shall have been directed,
on such delivery, (ii) if mailed by certified or registered mail with postage prepaid, on the third (3rd) business day
after the date on which it is so mailed, or (iii) if delivered by electronic mail, on the date of such delivery:


 


(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:


 


Crypto 1 Acquisition Corp

1221 Brickell Avenue 


Miami, Florida 33131

Attention: David Hytha, Chief Financial Officer

Email: david@crypto1.vip


 


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


 


Reed Smith LLP 


506 Carnegie Center, Suite 300 


Princeton, New Jersey 08540 


Attn: Edward P. Bromley III, Esq. 


Email: ebromley@reedsmith.com


 


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


 


22.           APPLICABLE
LAW AND CONSENT TO JURISDICTION. This Agreement and the rights and obligations of the parties
hereunder shall be construed in accordance with and governed by the laws of the Cayman Islands, without giving effect to the conflict
of law principles thereof. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement,
to the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally: (i) agree that any action
or proceeding arising out of or in connection with this Agreement shall be brought only in the New York Court; (ii) consent to submit
to the exclusive jurisdiction of the New York Court for purposes of any action or proceeding arising out of or in connection with this
Agreement; (iii) waive any objection to the laying of venue of any such action or proceeding in the New York Court; and (iv) waive,
and agree not to plead or to make, any claim that any such action or proceeding brought in the New York Court has been brought in an improper
or inconvenient forum, or is subject (in whole or in part) to a jury trial.


 






    	 	- 17 -	 



     


    

 


23.          IDENTICAL
COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall
for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart
signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.


 


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


 


25.          PERIOD
OF LIMITATIONS. No legal action shall be brought and no cause of action shall be asserted by
or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives
after the expiration of two 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. The period
of limitations set forth in this Section 25 shall no longer be applicable in the case of fraud, gross negligence and willful misconduct.


 


26.          ADDITIONAL
ACTS. If for the validation of any of the provisions in this Agreement any act, resolution, approval
or other procedure is required, to the fullest extent permitted by law, the Company undertakes to cause such act, resolution, approval
or other procedure to be affected or adopted in a manner that will enable the Company to fulfill its obligations under this Agreement.


 


27.          WAIVER
OF CLAIMS TO TRUST ACCOUNT. Notwithstanding anything contained herein to the contrary, Indemnitee
hereby agrees that it does not have any right, title, interest or claim of any kind (each, a “Claim”) in or to any
monies in the Trust Account, and hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided
to the Company and will not seek recourse against such Trust Account for any reason whatsoever. Accordingly, Indemnitee acknowledges
and agrees that any indemnification provided hereto will only be able to be satisfied by the Company if (i) the Company has sufficient
funds outside of the Trust Account to satisfy its obligations hereunder or (ii) the Company consummates an initial business combination.


 


28.          MAINTENANCE
OF INSURANCE


 


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


 






    	 	- 18 -	 



     


    







 


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


 


	 	CRYPTO 1 ACQUISITION CORP
	 	 
	 	By:	 /s/ Michael (Xu) Zhao
	 	Name:	 Michael (Xu) Zhao
	 	Title:	Chief Executive Officer
	 	 
	 	INDEMNITEE
	 	 
	 	/s/Matthew Krna
	 	Matthew Krna
	 	Address:
	 	c/o Crypto 1 Acquisition Corp
	 	1221 Brickell Avenue
	 	Miami, Florida 33131
	 	Email: david@crypto1.vip




 






    


     


    





 


INDEMNITY AGREEMENT


 


THIS
INDEMNITY AGREEMENT (this “Agreement”) is entered into on December 6, 2021, by and between Crypto
1 Acquisition Corp, a Cayman Islands exempted company (the “Company”), and David Maloy (“Indemnitee”).


 


RECITALS


 


WHEREAS,
it is customary to provide officers and/or directors with adequate protection through insurance or adequate indemnification against 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 any of its subsidiaries from certain liabilities;


 


WHEREAS,
the Board believes that traditional insurance may be available to it in the future only at higher premiums and with more exclusions. The
Amended and Restated Memorandum and Articles of Association (the “Memorandum and Articles”) of the Company provide
for the indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to applicable
Cayman Islands law. The Memorandum and Articles provide that the indemnification provisions set forth therein are not exclusive, and thereby
contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to
indemnification, hold harmless, exoneration, advancement and reimbursement rights;


 


WHEREAS,
the uncertainties relating to such insurance and its scope make the increased protection afforded by indemnification appropriate;


 


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;


 


WHEREAS,
this Agreement is a supplement to and in furtherance of the Memorandum and Articles 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 and/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 he, she or they be so indemnified. 


 






     


     


    

 


NOW,
THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter
agreement dated as of December 6, 2021 between the Company and Indemnitee pursuant to the Underwriting Agreement among the Company
and the underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and
agree as follows:


 


TERMS AND CONDITIONS


 


1.           SERVICES
TO THE COMPANY. In consideration of the Company’s covenants and obligations hereunder, Indemnitee
will serve or continue to serve as an officer, director, advisor, key employee or in any other capacity of the Company, as applicable,
for so long as Indemnitee is duly elected, appointed or retained or until Indemnitee tenders his, her or their resignation or until Indemnitee
is removed. The foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased to serve
as a director, officer, advisor, key employee or in any other capacity of the Company, as provided in Section 17. This Agreement,
however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any
period otherwise required by law or by other agreements or commitments of the parties, if any.


 


2.           DEFINITIONS.
As used in this Agreement:


 


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


 


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


 


2.3           Cayman
Court” means the courts of the Cayman Islands.


 


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


 


2.4.1           Acquisition
of Shares by Third Party. Other than an affiliate of Crypto 1 Sponsor LLC (the “Sponsor”), 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 (i) 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 (ii) such
acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change
in Control under any other part of this definition;


 


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


 






    	 	- 2 -	 



     


    

 


2.4.3           Corporate
Transactions. The effective date on which the Company merges or engages in a share exchange, asset acquisition, share purchase, or
reorganization or engages in any other similar initial business combination with one or more businesses or entities (a “Business
Combination”), in each case, unless, following such Business Combination: (i) 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 50% 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; (ii) other
than an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner,
directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities 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 (iii) at least a majority of the board of directors of the corporation resulting from such Business Combination were Continuing
Directors at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination;


 


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


 


2.4.5           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.


 


2.5           “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.


 


2.6           “Disinterested
Director” means 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.


 






    	 	- 3 -	 



     


    

 


2.7           “Enterprise”
means 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, general partner, manager, managing member, fiduciary, employee or agent.


 


2.8           “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


2.9           “Expenses”
shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all 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 each case reasonably incurred in connection with,
or as a result of, prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a deponent or a witness
in, settlement or appeal of, or otherwise participating in, a Proceeding, including reasonable compensation for time spent by the Indemnitee
for which he, she or they is or are not otherwise compensated by the Company or any third party. Expenses also shall include Expenses
incurred in connection with any appeal resulting from any Proceeding, including without limitation the principal, premium, security for,
and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses, however, shall not include
amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


 


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


 


2.11         References
to “fines” shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan; references
to “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.


 






    	 	- 4 -	 



     


    

 


2.12         “New
York Court” shall mean the courts of the State of New York or the United States District Court for the Southern District of
the State of New York.


 


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


 


2.14         The
term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate
dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding,
whether brought in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims),
criminal, administrative, legislative or investigative or related nature (whether formal or informal), including any appeal therefrom,
in which Indemnitee was, is, will or might be involved as a party, potential party, non-party witness 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 him, her or them
or of any action (or failure to act) on his, her or their part while acting as a director or officer of the Company, or by reason of the
fact that he, she or they is/are or was/were serving at the request of the Company as a director, officer, trustee, general partner, manager,
managing member, fiduciary, employee, advisor, 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.


 


2.15         The
term “Registration Statement” shall mean the Company’s Registration Statement on Form S-1 (File No. 333-261051),
filed with the U.S. Securities and Exchange Commission for its initial public offering of securities.


 


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


 


2.17         The
term “Trust Account” shall mean the gross proceeds of the initial public offering of securities pursuant to the Registration
Statement and sale of units by the Company deposited into a trust account for the benefit of the Company and the holders of the Company’s
ordinary shares, no par value.


 






    	 	- 5 -	 



     


    

 


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,
fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on his, her or their behalf in connection
with such Proceeding or any claim, issue or matter therein, if Indemnitee acted honestly and in good faith and in a manner he, she or
they reasonably believed to be in the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause
to believe that his, her or their conduct was unlawful; provided, in no event shall Indemnitee be entitled to be indemnified, held harmless
or advanced any amounts hereunder in respect of any Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement
(if any) that Indemnitee may incur by reason of his, her or their own actual fraud or intentional misconduct. Indemnitee shall not be
found to have committed actual fraud or intentional misconduct for any purpose of this Agreement unless or until a court of competent
jurisdiction shall have made a finding to that effect.


 


4.            INDEMNITY
IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by applicable
law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee
was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding by or in the
right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee
shall be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by him, her or them or on his,
her or their behalf in connection with such Proceeding or any claim, issue or matter therein, provided that Indemnitee acted honestly
and in good faith and in a manner he, she or they reasonably believed to be in the best interests of the Company and, in the case of a
criminal Proceeding, had no reasonable cause to believe that his, her or their conduct was unlawful. No indemnification, hold harmless
or exoneration for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall
have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless and only to the extent that any court
in which the Proceeding was brought or the Cayman 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.


 






    	 	- 6 -	 



     


    

 


5.            INDEMNIFICATION
FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions
of this Agreement, but subject to Section 27, to the extent that Indemnitee was or is a party to (or a participant in) and is successful,
on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall,
to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and
reasonably incurred by him, her or them or on his, her or their behalf 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 and provided in all cases that Indemnitee acted honestly
and in good faith and in a manner he, she or they reasonably believed to be in the best interests of the Company and, in the case of a
criminal Proceeding, had no reasonable cause to believe that his, her or their conduct was unlawful, indemnify, hold harmless and exonerate
Indemnitee against all Expenses actually and reasonably incurred by him, her or them or on his, her or their 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 and provided in all cases that Indemnitee acted honestly and in good faith and in a
manner he, she or they reasonably believed to be in the best interests of the Company and, in the case of a criminal Proceeding, had no
reasonable cause to believe that his, her or their conduct was unlawful, indemnify, hold harmless and exonerate Indemnitee against all
Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which Indemnitee was
successful. For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding
by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.


 


6.            INDEMNIFICATION
FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, but subject
to Section 27, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or deponent in any Proceeding
to which Indemnitee 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, but subject to Section 27, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless
and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or
in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in
settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments,
fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding, provided
always that Indemnitee acted honestly and in good faith and in a manner he, she or they reasonably believed to be in the best interests
of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his, her or their conduct was unlawful.
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.


 






    	 	- 7 -	 



     


    

 


8.            CONTRIBUTION
IN THE EVENT OF JOINT LIABILITY.


 


8.1           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.


 


8.2          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.


 


8.3           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.


 


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


 


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


 


(ii)           for
an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the
meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; or


 


(iii)          except
as otherwise provided in Sections 14.5 hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any
Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company
or its directors, officers, employees or other indemnitees, unless (a) the Board authorized the Proceeding (or any part of any Proceeding)
prior to its initiation or (b) the Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion,
pursuant to the powers vested in the Company under applicable law.


 


10.          ADVANCES
OF EXPENSES; DEFENSE OF CLAIM.


 


10.1         Notwithstanding
any provision of this Agreement to the contrary, but subject to Section 27, and to the fullest extent not prohibited by applicable
law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within
three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements
requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted
by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s
ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated
under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to
enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances
claimed. To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding
shall be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay the advance to the extent
that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement,
the Memorandum and Articles, applicable law or otherwise. If it shall be determined by a final judgment or other final adjudication that
Indemnitee was not so entitled to indemnification, any advancement shall be returned to the Company (without interest) by the Indemnitee.
This Section 10.1 shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment
is excluded pursuant to Section 9, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination
that Indemnitee is liable therefor.


 






    	 	- 8 -	 



     


    

 


10.2        The
Company will be entitled to participate in the Proceeding at its own expense.


 


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


 


11.          PROCEDURE
FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.


 


11.1     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 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.


 


11.2      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, her or their
sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification
shall be determined according to Section 12.1 of this Agreement.


 






    	 	- 9 -	 



     


    

 


12.          PROCEDURE
UPON APPLICATION FOR INDEMNIFICATION.


 


12.1        A
determination, if required by applicable law and/or the Memorandum and Articles, with respect to Indemnitee’s entitlement to indemnification
shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) by a majority
vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated
by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent
Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (iv) by vote of the shareholders
by ordinary resolution. The Company will promptly 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 Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such
determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification)
and the Company hereby agrees to indemnify and hold Indemnitee harmless therefrom.


 


12.2         In
the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12.1 hereof,
the Independent Counsel shall be selected as provided in this Section 12.2. The Independent Counsel shall be selected by Indemnitee
(unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising
it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements
of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board,
the Company shall give written notice to Indemnitee advising him, her or them of the identity of the Independent Counsel so selected and
certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2
of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written
notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such
selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not
meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set
forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as
Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent
Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without
merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11.2
hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman
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 Cayman Court, and the person with respect to whom
all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12.1 hereof. Upon the due
commencement of any judicial proceeding or arbitration pursuant to Section 14.1 of this Agreement, Independent Counsel shall
be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct
then prevailing).


 






    	 	- 10 -	 



     


    

 


12.3        The
Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent
Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant
hereto.


 


13.          PRESUMPTIONS
AND EFFECT OF CERTAIN PROCEEDINGS.


 


13.1         In
making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination
shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification
in accordance with Section 11.2 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.


 


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


 


13.3        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 honestly and in good faith and in a manner
which he, she or they reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal
Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.


 






    	 	- 11 -	 



     


    

 


13.4         For
purposes of any determination of honesty and/or good faith, Indemnitee shall be deemed to have acted in honestly and good faith if
Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information
supplied to Indemnitee by the directors, manager, or officers of the Enterprise in the course of their duties, or on the advice of legal
counsel for the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member,
or on information or records given or reports made to the Enterprise, its Board, any committee of the Board or any director, trustee,
general partner, manager or managing member, by an independent certified public accountant or by an appraiser or other expert selected
by the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member. The provisions
of this Section 13.4 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.


 


13.5        The
knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary, agent
or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.


 


14.          REMEDIES
OF INDEMNITEE.


 


14.1        In
the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advances of Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to
Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12.1
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 12.1 of this Agreement within ten (10) days after
receipt by the Company of a written request therefor, (v) a contribution payment is not made in a timely manner pursuant to Section 8
of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days
after a determination has been made that Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee pursuant to any
hold harmless or exoneration rights under this Agreement or otherwise is not made in accordance with this Agreement within ten (10) days
after receipt by the Company of a written request therefor, Indemnitee shall be entitled to an adjudication by the New York Court
to such indemnification, hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee, at his, her or
their 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 Cayman Islands 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.


 


14.2         In
the event that a determination shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee is not entitled to
indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects
as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any
judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to be
indemnified, held harmless, exonerated to receive advances of Expenses under this Agreement and the Company shall have the burden of proving
Indemnitee is not entitled to be indemnified, held harmless, exonerated and to receive advances of Expenses, as the case may be, and the
Company may not refer to or introduce into evidence any determination pursuant to Section 12.1 of this Agreement adverse to Indemnitee
for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee shall
not be required to reimburse the Company for any advances pursuant to Section 10 until a final determination is made with respect
to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).


 






    	 	- 12 -	 



     


    

 


14.3         If
a determination shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee is entitled to indemnification, the
Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent
(i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement
not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under
applicable law.


 


14.4        The
Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the
procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any
such arbitrator that the Company is bound by all the provisions of this Agreement.


 


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


 


15.         SECURITY.
Notwithstanding anything herein to the contrary, but subject to Section 27, to the extent requested by Indemnitee and approved by
the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder
through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not
be revoked or released without the prior written consent of Indemnitee.


 






    	 	- 13 -	 



     


    

 


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


 


16.1        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 Memorandum and Articles, any agreement, a vote of shareholders or a resolution of directors, or
otherwise. No amendment, alteration or repeal of this Agreement or the Memorandum and Articles or of any provision hereof or thereof
shall limit or restrict any right of Indemnitee under this Agreement or the Memorandum and Articles in respect of any Proceeding (regardless
of when such Proceeding is first threatened, commenced or completed) or claim, issue or matter therein arising out of, or related to,
any action taken or omitted by such Indemnitee in his 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 Memorandum and Articles or this Agreement, then this Agreement
(without any further action by the parties hereto) shall automatically be deemed to be amended to require that the Company indemnifies
the Indemnitee to the fullest extent permitted by law. No right or remedy herein conferred is intended to be exclusive of any other right
or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now
or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other right or remedy.


 


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


 


16.3         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 use commercially reasonable efforts to cause such insurers to pay, on behalf of Indemnitee, all
amounts payable as a result of such Proceeding in accordance with the terms of such policies.


 


16.4         In
the event of any payment under this Agreement, the Company, to the fullest extent permitted by law, shall be subrogated to the extent
of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to
secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.
No such payment by the Company shall be deemed to relieve any insurer of its obligations.


 






    	 	- 14 -	 



     


    

 


16.5        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, but subject to
Section 27, (i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold
harmless, exoneration, advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior
to the Company’s satisfaction and performance of all its obligations under this Agreement, and (ii) the Company shall perform
fully its obligations under this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification,
advancement, hold harmless, exoneration, contribution or insurance coverage rights against any person or entity other than the Company.


 


16.6         Notwithstanding
anything contained herein, the Company is the primary indemnitor, and any indemnification or advancement obligation of the Sponsor or
its affiliates or members or any other Person is secondary.


 


17.          DURATION
OF AGREEMENT. All agreements and obligations of the Company contained herein shall continue during
the period Indemnitee serves as a director or officer of the Company or as a director, officer, trustee, partner, manager, managing member,
fiduciary, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which
Indemnitee serves at the request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding
(including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason
of his Corporate Status, whether or not he, she or they is or are acting in any such capacity at the time any liability or expense is
incurred for which indemnification or advancement can be provided under this Agreement.


 


18.          SEVERABILITY.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) 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; (ii) 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 (iii) 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.


 






    	 	- 15 -	 



     


    

 


19.          ENFORCEMENT
AND BINDING EFFECT.


 


19.1        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.


 


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


 


19.3        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 his, her or their spouse, assigns, heirs, devisees, executors and administrators and other legal
representatives.


 


19.4        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.


 


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


 






    	 	- 16 -	 



     


    

 


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


 


21.          NOTICES.
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly
given (i) if delivered by hand and received for by the party to whom said notice or other communication shall have been directed,
on such delivery, (ii) if mailed by certified or registered mail with postage prepaid, on the third (3rd) business day
after the date on which it is so mailed, or (iii) if delivered by electronic mail, on the date of such delivery:


 


(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:






Crypto 1 Acquisition Corp

1221 Brickell Avenue


Miami, Florida 33131

Attention: David Hytha, Chief Financial Officer

Email: david@crypto1.vip


 


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


 


Reed Smith LLP


506 Carnegie Center, Suite 300


Princeton, New Jersey 08540


Attn: Edward P. Bromley III, Esq.


Email: ebromley@reedsmith.com


 


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


 


22.          APPLICABLE
LAW AND CONSENT TO JURISDICTION. This Agreement and the rights and obligations of the parties
hereunder shall be construed in accordance with and governed by the laws of the Cayman Islands, without giving effect to the conflict
of law principles thereof. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement,
to the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally: (i) agree that any action
or proceeding arising out of or in connection with this Agreement shall be brought only in the New York Court; (ii) consent to submit
to the exclusive jurisdiction of the New York Court for purposes of any action or proceeding arising out of or in connection with this
Agreement; (iii) waive any objection to the laying of venue of any such action or proceeding in the New York Court; and (iv) waive,
and agree not to plead or to make, any claim that any such action or proceeding brought in the New York Court has been brought in an improper
or inconvenient forum, or is subject (in whole or in part) to a jury trial.


 






    	 	- 17 -	 



     


    

 


23.          IDENTICAL
COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall
for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart
signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.


 


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


 


25.          PERIOD
OF LIMITATIONS. No legal action shall be brought and no cause of action shall be asserted by
or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives
after the expiration of two 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. The period
of limitations set forth in this Section 25 shall no longer be applicable in the case of fraud, gross negligence and willful misconduct.


 


26.          ADDITIONAL
ACTS. If for the validation of any of the provisions in this Agreement any act, resolution, approval
or other procedure is required, to the fullest extent permitted by law, the Company undertakes to cause such act, resolution, approval
or other procedure to be affected or adopted in a manner that will enable the Company to fulfill its obligations under this Agreement.


 


27.          WAIVER
OF CLAIMS TO TRUST ACCOUNT. Notwithstanding anything contained herein to the contrary, Indemnitee
hereby agrees that it does not have any right, title, interest or claim of any kind (each, a “Claim”) in or to any
monies in the Trust Account, and hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided
to the Company and will not seek recourse against such Trust Account for any reason whatsoever. Accordingly, Indemnitee acknowledges
and agrees that any indemnification provided hereto will only be able to be satisfied by the Company if (i) the Company has sufficient
funds outside of the Trust Account to satisfy its obligations hereunder or (ii) the Company consummates an initial business combination.


 


28.          MAINTENANCE
OF INSURANCE


 


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


 






    	 	- 18 -	 



     


    

 


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


 


	 	CRYPTO 1 ACQUISITION CORP
	 	 
	 	By:	 /s/ Michael (Xu) Zhao
	 	Name: Michael (Xu) Zhao
	 	Title: Chief Executive Officer
	 	 
	 	INDEMNITEE
	 	 
	 	/s/David Maloy
	 	David Maloy
	 	Address:
	 	c/o Crypto 1 Acquisition Corp
	 	1221 Brickell Avenue
	 	Miami, Florida 33131
	 	Email: david@crypto1.vip




 






     


     


    

 






INDEMNITY AGREEMENT


 


THIS
INDEMNITY AGREEMENT (this “Agreement”) is entered into on December 6, 2021, by and between Crypto
1 Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Jeffrey Singer (“Indemnitee”).


 


RECITALS


 


WHEREAS,
it is customary to provide officers and/or directors with adequate protection through insurance or adequate indemnification against 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 any of its subsidiaries from certain liabilities;


 


WHEREAS,
the Board believes that traditional insurance may be available to it in the future only at higher premiums and with more exclusions. The
Amended and Restated Memorandum and Articles of Association (the “Memorandum and Articles”) of the Company provide
for the indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to applicable
Cayman Islands law. The Memorandum and Articles provide that the indemnification provisions set forth therein are not exclusive, and thereby
contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to
indemnification, hold harmless, exoneration, advancement and reimbursement rights;


 


WHEREAS,
the uncertainties relating to such insurance and its scope make the increased protection afforded by indemnification appropriate;


 


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;


 


WHEREAS,
this Agreement is a supplement to and in furtherance of the Memorandum and Articles 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 and/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 he, she or they be so indemnified.


 






     


     


    

 


NOW,
THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter
agreement dated as of December 6, 2021 between the Company and Indemnitee pursuant to the Underwriting Agreement among the Company
and the underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and
agree as follows:



 


TERMS AND CONDITIONS


 


1.           SERVICES
TO THE COMPANY. In consideration of the Company’s covenants and obligations hereunder, Indemnitee
will serve or continue to serve as an officer, director, advisor, key employee or in any other capacity of the Company, as applicable,
for so long as Indemnitee is duly elected, appointed or retained or until Indemnitee tenders his, her or their resignation or until Indemnitee
is removed. The foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased to serve
as a director, officer, advisor, key employee or in any other capacity of the Company, as provided in Section 17. This Agreement,
however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any
period otherwise required by law or by other agreements or commitments of the parties, if any.


 


2.           DEFINITIONS.
As used in this Agreement:


 


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


 


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


 


2.3           Cayman
Court” means the courts of the Cayman Islands.


 


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


 


2.4.1        Acquisition
of Shares by Third Party. Other than an affiliate of Crypto 1 Sponsor LLC (the “Sponsor”), 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 (i) 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 (ii) such
acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change
in Control under any other part of this definition;


 


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


 






    	 	- 2 -	 



     


    

 


2.4.3       Corporate
Transactions. The effective date on which the Company merges or engages in a share exchange, asset acquisition, share purchase, or
reorganization or engages in any other similar initial business combination with one or more businesses or entities (a “Business
Combination”), in each case, unless, following such Business Combination: (i) 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 50% 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; (ii) other
than an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner,
directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities 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 (iii) at least a majority of the board of directors of the corporation resulting from such Business Combination were Continuing
Directors at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination;


 


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


 


2.4.5        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.


 


2.5          “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.


 


2.6          “Disinterested
Director” means 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.


 






    	 	- 3 -	 



     


    

 


2.7          “Enterprise”
means 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, general partner, manager, managing member, fiduciary, employee or agent.


 


2.8          “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


2.9          “Expenses”
shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all 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 each case reasonably incurred in connection with,
or as a result of, prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a deponent or a witness
in, settlement or appeal of, or otherwise participating in, a Proceeding, including reasonable compensation for time spent by the Indemnitee
for which he, she or they is or are not otherwise compensated by the Company or any third party. Expenses also shall include Expenses
incurred in connection with any appeal resulting from any Proceeding, including without limitation the principal, premium, security for,
and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses, however, shall not include
amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


 


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


 


2.11        References
to “fines” shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan; references
to “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.


 






    	 	- 4 -	 



     


    

 


2.12        “New
York Court” shall mean the courts of the State of New York or the United States District Court for the Southern District of
the State of New York.


 


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


 


2.14        The
term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate
dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding,
whether brought in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims),
criminal, administrative, legislative or investigative or related nature (whether formal or informal), including any appeal therefrom,
in which Indemnitee was, is, will or might be involved as a party, potential party, non-party witness 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 him, her or them
or of any action (or failure to act) on his, her or their part while acting as a director or officer of the Company, or by reason of the
fact that he, she or they is/are or was/were serving at the request of the Company as a director, officer, trustee, general partner, manager,
managing member, fiduciary, employee, advisor, 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.


 


2.15         The
term “Registration Statement” shall mean the Company’s Registration Statement on Form S-1 (File No. 333-261051),
filed with the U.S. Securities and Exchange Commission for its initial public offering of securities.


 


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


 


2.17        The
term “Trust Account” shall mean the gross proceeds of the initial public offering of securities pursuant to the Registration
Statement and sale of units by the Company deposited into a trust account for the benefit of the Company and the holders of the Company’s
ordinary shares, no par value.


 






    	 	- 5 -	 



     


    

 


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,
fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on his, her or their behalf in connection
with such Proceeding or any claim, issue or matter therein, if Indemnitee acted honestly and in good faith and in a manner he, she or
they reasonably believed to be in the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause
to believe that his, her or their conduct was unlawful; provided, in no event shall Indemnitee be entitled to be indemnified, held harmless
or advanced any amounts hereunder in respect of any Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement
(if any) that Indemnitee may incur by reason of his, her or their own actual fraud or intentional misconduct. Indemnitee shall not be
found to have committed actual fraud or intentional misconduct for any purpose of this Agreement unless or until a court of competent
jurisdiction shall have made a finding to that effect.


 


4.           INDEMNITY
IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by applicable
law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee
was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding by or in the
right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee
shall be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by him, her or them or on his,
her or their behalf in connection with such Proceeding or any claim, issue or matter therein, provided that Indemnitee acted honestly
and in good faith and in a manner he, she or they reasonably believed to be in the best interests of the Company and, in the case of a
criminal Proceeding, had no reasonable cause to believe that his, her or their conduct was unlawful. No indemnification, hold harmless
or exoneration for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall
have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless and only to the extent that any court
in which the Proceeding was brought or the Cayman 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.


 






    	 	- 6 -	 



     


    

 


5.           INDEMNIFICATION
FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions
of this Agreement, but subject to Section 27, to the extent that Indemnitee was or is a party to (or a participant in) and is successful,
on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall,
to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and
reasonably incurred by him, her or them or on his, her or their behalf 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 and provided in all cases that Indemnitee acted honestly
and in good faith and in a manner he, she or they reasonably believed to be in the best interests of the Company and, in the case of a
criminal Proceeding, had no reasonable cause to believe that his, her or their conduct was unlawful, indemnify, hold harmless and exonerate
Indemnitee against all Expenses actually and reasonably incurred by him, her or them or on his, her or their 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 and provided in all cases that Indemnitee acted honestly and in good faith and in a
manner he, she or they reasonably believed to be in the best interests of the Company and, in the case of a criminal Proceeding, had no
reasonable cause to believe that his, her or their conduct was unlawful, indemnify, hold harmless and exonerate Indemnitee against all
Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which Indemnitee was
successful. For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding
by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.


 


6.           INDEMNIFICATION
FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, but subject
to Section 27, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or deponent in any Proceeding
to which Indemnitee 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, but subject to Section 27, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless
and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or
in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in
settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments,
fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding, provided
always that Indemnitee acted honestly and in good faith and in a manner he, she or they reasonably believed to be in the best interests
of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his, her or their conduct was unlawful.
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.


 






    	 	- 7 -	 



     


    

 


8.           CONTRIBUTION
IN THE EVENT OF JOINT LIABILITY.


 


8.1           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.


 


8.2           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.


 


8.3           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.


 


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


 


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


 


(ii)          for
an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the
meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; or


 


(iii)         except
as otherwise provided in Sections 14.5 hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any
Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company
or its directors, officers, employees or other indemnitees, unless (a) the Board authorized the Proceeding (or any part of any Proceeding)
prior to its initiation or (b) the Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion,
pursuant to the powers vested in the Company under applicable law.


 






    	 	- 8 -	 



     


    

 


10.        ADVANCES
OF EXPENSES; DEFENSE OF CLAIM.


 


10.1        Notwithstanding
any provision of this Agreement to the contrary, but subject to Section 27, and to the fullest extent not prohibited by applicable
law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within
three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements
requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted
by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s
ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated
under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to
enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances
claimed. To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding
shall be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay the advance to the extent
that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement,
the Memorandum and Articles, applicable law or otherwise. If it shall be determined by a final judgment or other final adjudication that
Indemnitee was not so entitled to indemnification, any advancement shall be returned to the Company (without interest) by the Indemnitee.
This Section 10.1 shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment
is excluded pursuant to Section 9, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination
that Indemnitee is liable therefor.


 


10.2         The
Company will be entitled to participate in the Proceeding at its own expense.


 


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


 


11.        PROCEDURE
FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.


 


11.1        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 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.


 


11.2        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, her or their
sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification
shall be determined according to Section 12.1 of this Agreement.


 






    	 	- 9 -	 



     


    

 


12.        PROCEDURE
UPON APPLICATION FOR INDEMNIFICATION.


 


12.1        A
determination, if required by applicable law and/or the Memorandum and Articles, with respect to Indemnitee’s entitlement to indemnification
shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) by a majority
vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated
by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent
Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (iv) by vote of the shareholders
by ordinary resolution. The Company will promptly 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 Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such
determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification)
and the Company hereby agrees to indemnify and hold Indemnitee harmless therefrom.


 


12.2        In
the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12.1 hereof,
the Independent Counsel shall be selected as provided in this Section 12.2. The Independent Counsel shall be selected by Indemnitee
(unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising
it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements
of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board,
the Company shall give written notice to Indemnitee advising him, her or them of the identity of the Independent Counsel so selected and
certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2
of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written
notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such
selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not
meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set
forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as
Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent
Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without
merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11.2
hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman
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 Cayman Court, and the person with respect to whom
all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12.1 hereof. Upon the due
commencement of any judicial proceeding or arbitration pursuant to Section 14.1 of this Agreement, Independent Counsel shall
be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct
then prevailing).


 






    	 	- 10 -	 



     


    

 


12.3        The
Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent
Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant
hereto.


 


13.         PRESUMPTIONS
AND EFFECT OF CERTAIN PROCEEDINGS.


 


13.1        In
making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination
shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification
in accordance with Section 11.2 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.


 


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


 


13.3        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 honestly and in good faith and in a manner
which he, she or they reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal
Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.


 






    	 	- 11 -	 



     


    

 


13.4        For
purposes of any determination of honesty and/or good faith, Indemnitee shall be deemed to have acted in honestly and good faith if
Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information
supplied to Indemnitee by the directors, manager, or officers of the Enterprise in the course of their duties, or on the advice of legal
counsel for the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member,
or on information or records given or reports made to the Enterprise, its Board, any committee of the Board or any director, trustee,
general partner, manager or managing member, by an independent certified public accountant or by an appraiser or other expert selected
by the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member. The provisions
of this Section 13.4 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.


 


13.5        The
knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary, agent
or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.


 


14.         REMEDIES
OF INDEMNITEE.


 


14.1        In
the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advances of Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to
Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12.1
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 12.1 of this Agreement within ten (10) days after
receipt by the Company of a written request therefor, (v) a contribution payment is not made in a timely manner pursuant to Section 8
of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days
after a determination has been made that Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee pursuant to any
hold harmless or exoneration rights under this Agreement or otherwise is not made in accordance with this Agreement within ten (10) days
after receipt by the Company of a written request therefor, Indemnitee shall be entitled to an adjudication by the New York Court
to such indemnification, hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee, at his, her or
their 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 Cayman Islands 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.


 


14.2        In
the event that a determination shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee is not entitled to
indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects
as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any
judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to be
indemnified, held harmless, exonerated to receive advances of Expenses under this Agreement and the Company shall have the burden of proving
Indemnitee is not entitled to be indemnified, held harmless, exonerated and to receive advances of Expenses, as the case may be, and the
Company may not refer to or introduce into evidence any determination pursuant to Section 12.1 of this Agreement adverse to Indemnitee
for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee shall
not be required to reimburse the Company for any advances pursuant to Section 10 until a final determination is made with respect
to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).


 






    	 	- 12 -	 



     


    

 


14.3        If
a determination shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee is entitled to indemnification, the
Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent
(i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement
not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under
applicable law.


 


14.4        The
Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the
procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any
such arbitrator that the Company is bound by all the provisions of this Agreement.


 


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


 


15.         SECURITY.
Notwithstanding anything herein to the contrary, but subject to Section 27, to the extent requested by Indemnitee and approved by
the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder
through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not
be revoked or released without the prior written consent of Indemnitee.


 






    	 	- 13 -	 



     


    

 


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


 


16.1        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 Memorandum and Articles, any agreement, a vote of shareholders or a resolution of directors, or
otherwise. No amendment, alteration or repeal of this Agreement or the Memorandum and Articles or of any provision hereof or thereof shall
limit or restrict any right of Indemnitee under this Agreement or the Memorandum and Articles in respect of any Proceeding (regardless
of when such Proceeding is first threatened, commenced or completed) or claim, issue or matter therein arising out of, or related to,
any action taken or omitted by such Indemnitee in his 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 Memorandum and Articles or this Agreement, then this Agreement (without
any further action by the parties hereto) shall automatically be deemed to be amended to require that the Company indemnifies the Indemnitee
to the fullest extent permitted by law. No right or remedy herein conferred is intended to be exclusive of any other right or remedy,
and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other right or remedy.


 


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


 


16.3        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 use commercially reasonable efforts to cause such insurers to pay, on behalf of Indemnitee, all
amounts payable as a result of such Proceeding in accordance with the terms of such policies.


 






    	 	- 14 -	 



     


    

 


16.4        In
the event of any payment under this Agreement, the Company, to the fullest extent permitted by law, shall be subrogated to the extent
of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to
secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.
No such payment by the Company shall be deemed to relieve any insurer of its obligations.


 


16.5        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, but subject to Section 27,
(i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration,
advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s
satisfaction and performance of all its obligations under this Agreement, and (ii) the Company shall perform fully its obligations
under this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless,
exoneration, contribution or insurance coverage rights against any person or entity other than the Company.


 


16.6        Notwithstanding
anything contained herein, the Company is the primary indemnitor, and any indemnification or advancement obligation of the Sponsor or
its affiliates or members or any other Person is secondary.


 


17.         DURATION
OF AGREEMENT. All agreements and obligations of the Company contained herein shall continue during
the period Indemnitee serves as a director or officer of the Company or as a director, officer, trustee, partner, manager, managing member,
fiduciary, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which
Indemnitee serves at the request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding
(including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason
of his Corporate Status, whether or not he, she or they is or are acting in any such capacity at the time any liability or expense is
incurred for which indemnification or advancement can be provided under this Agreement.


 


18.         SEVERABILITY.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) 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; (ii) 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 (iii) 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.


 






    	 	- 15 -	 



     


    

 


19.        ENFORCEMENT
AND BINDING EFFECT.


 


19.1        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.


 


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


 


19.3        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 his, her or their spouse, assigns, heirs, devisees, executors and administrators and other legal
representatives.


 


19.4        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.


 


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


 






    	 	- 16 -	 



     


    

 


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


 


21.         NOTICES.
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly
given (i) if delivered by hand and received for by the party to whom said notice or other communication shall have been directed,
on such delivery, (ii) if mailed by certified or registered mail with postage prepaid, on the third (3rd) business day
after the date on which it is so mailed, or (iii) if delivered by electronic mail, on the date of such delivery:


 


(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:


 


Crypto 1 Acquisition Corp

1221 Brickell Avenue


Miami, Florida 33131

Attention: David Hytha, Chief Financial Officer

Email: david@crypto1.vip


 


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


 


Reed Smith LLP


506 Carnegie Center, Suite 300


Princeton, New Jersey 08540


Attn: Edward P. Bromley III, Esq.


Email: ebromley@reedsmith.com


 


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


 


22.        APPLICABLE
LAW AND CONSENT TO JURISDICTION. This Agreement and the rights and obligations of the parties
hereunder shall be construed in accordance with and governed by the laws of the Cayman Islands, without giving effect to the conflict
of law principles thereof. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement,
to the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally: (i) agree that any action
or proceeding arising out of or in connection with this Agreement shall be brought only in the New York Court; (ii) consent to submit
to the exclusive jurisdiction of the New York Court for purposes of any action or proceeding arising out of or in connection with this
Agreement; (iii) waive any objection to the laying of venue of any such action or proceeding in the New York Court; and (iv) waive,
and agree not to plead or to make, any claim that any such action or proceeding brought in the New York Court has been brought in an improper
or inconvenient forum, or is subject (in whole or in part) to a jury trial.


 






    	 	- 17 -	 



     


    

 


23.         IDENTICAL
COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall
for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart
signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.


 


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


 


25.         PERIOD
OF LIMITATIONS. No legal action shall be brought and no cause of action shall be asserted by
or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives
after the expiration of two 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. The period
of limitations set forth in this Section 25 shall no longer be applicable in the case of fraud, gross negligence and willful misconduct.


 


26.         ADDITIONAL
ACTS. If for the validation of any of the provisions in this Agreement any act, resolution, approval
or other procedure is required, to the fullest extent permitted by law, the Company undertakes to cause such act, resolution, approval
or other procedure to be affected or adopted in a manner that will enable the Company to fulfill its obligations under this Agreement.


 


27.         WAIVER
OF CLAIMS TO TRUST ACCOUNT. Notwithstanding anything contained herein to the contrary, Indemnitee
hereby agrees that it does not have any right, title, interest or claim of any kind (each, a “Claim”) in or to any
monies in the Trust Account, and hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided
to the Company and will not seek recourse against such Trust Account for any reason whatsoever. Accordingly, Indemnitee acknowledges
and agrees that any indemnification provided hereto will only be able to be satisfied by the Company if (i) the Company has sufficient
funds outside of the Trust Account to satisfy its obligations hereunder or (ii) the Company consummates an initial business combination.


 


28.         MAINTENANCE
OF INSURANCE


 


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


 




    	 	- 18 -	 



     


    

 


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


 


	 	CRYPTO 1 ACQUISITION CORP
	 	 
	 	By: 	/s/ Michael (Xu) Zhao
	 	Name: Michael (Xu) Zhao
	 	Title: Chief Executive Officer
	 	 
	 	INDEMNITEE
	 	 
	 	/s/Jeffrey Singer
	 	Jeffrey Singer
	 	Address:
	 	c/o Crypto 1 Acquisition Corp
	 	1221 Brickell Avenue
	 	Miami, Florida 33131
	 	Email: david@crypto1.vip



  




     


     


    





 


INDEMNITY AGREEMENT


 


THIS
INDEMNITY AGREEMENT (this “Agreement”) is entered into on December 6, 2021, by and between Crypto
1 Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Michael (Xu) Zhao (“Indemnitee”).


 


RECITALS


 


WHEREAS,
it is customary to provide officers and/or directors with adequate protection through insurance or adequate indemnification against 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 any of its subsidiaries from certain liabilities;


 


WHEREAS,
the Board believes that traditional insurance may be available to it in the future only at higher premiums and with more exclusions. The
Amended and Restated Memorandum and Articles of Association (the “Memorandum and Articles”) of the Company provide
for the indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to applicable
Cayman Islands law. The Memorandum and Articles provide that the indemnification provisions set forth therein are not exclusive, and thereby
contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to
indemnification, hold harmless, exoneration, advancement and reimbursement rights;


 


WHEREAS,
the uncertainties relating to such insurance and its scope make the increased protection afforded by indemnification appropriate;


 


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;


 


WHEREAS,
this Agreement is a supplement to and in furtherance of the Memorandum and Articles 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 and/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 he, she or they be so indemnified.


 






    	 		 



     


    

 


NOW,
THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter
agreement dated as of December 6, 2021 between the Company and Indemnitee pursuant to the Underwriting Agreement among the Company
and the underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and
agree as follows:


 


TERMS AND CONDITIONS


 


1.           SERVICES
TO THE COMPANY. In consideration of the Company’s covenants and obligations hereunder, Indemnitee
will serve or continue to serve as an officer, director, advisor, key employee or in any other capacity of the Company, as applicable,
for so long as Indemnitee is duly elected, appointed or retained or until Indemnitee tenders his, her or their resignation or until Indemnitee
is removed. The foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased to serve
as a director, officer, advisor, key employee or in any other capacity of the Company, as provided in Section 17. This Agreement,
however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any
period otherwise required by law or by other agreements or commitments of the parties, if any.


 


2.           DEFINITIONS.
As used in this Agreement:


 


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


 


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


 


2.3          Cayman
Court” means the courts of the Cayman Islands.


 


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


 


2.4.1       Acquisition
of Shares by Third Party. Other than an affiliate of Crypto 1 Sponsor LLC (the “Sponsor”), 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 (i) 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 (ii) such
acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change
in Control under any other part of this definition;


 


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


 






    	 	- 2 -	 



     


    

 


2.4.3        Corporate
Transactions. The effective date on which the Company merges or engages in a share exchange, asset acquisition, share purchase, or
reorganization or engages in any other similar initial business combination with one or more businesses or entities (a “Business
Combination”), in each case, unless, following such Business Combination: (i) 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 50% 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; (ii) other
than an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner,
directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities 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 (iii) at least a majority of the board of directors of the corporation resulting from such Business Combination were Continuing
Directors at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination;


 


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


 


2.4.5        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.


 


2.5          “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.


 


2.6          “Disinterested
Director” means 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.


 






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2.7          “Enterprise”
means 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, general partner, manager, managing member, fiduciary, employee or agent.


 


2.8          “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


2.9          “Expenses”
shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all 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 each case reasonably incurred in connection with,
or as a result of, prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a deponent or a witness
in, settlement or appeal of, or otherwise participating in, a Proceeding, including reasonable compensation for time spent by the Indemnitee
for which he, she or they is or are not otherwise compensated by the Company or any third party. Expenses also shall include Expenses
incurred in connection with any appeal resulting from any Proceeding, including without limitation the principal, premium, security for,
and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses, however, shall not include
amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


 


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


 


2.11        References
to “fines” shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan; references
to “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.


 






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2.12        “New
York Court” shall mean the courts of the State of New York or the United States District Court for the Southern District of
the State of New York.


 


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


 


2.14        The
term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate
dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding,
whether brought in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims),
criminal, administrative, legislative or investigative or related nature (whether formal or informal), including any appeal therefrom,
in which Indemnitee was, is, will or might be involved as a party, potential party, non-party witness 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 him, her or them
or of any action (or failure to act) on his, her or their part while acting as a director or officer of the Company, or by reason of the
fact that he, she or they is/are or was/were serving at the request of the Company as a director, officer, trustee, general partner, manager,
managing member, fiduciary, employee, advisor, 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.


 


2.15        The
term “Registration Statement” shall mean the Company’s Registration Statement on Form S-1 (File No. 333-261051),
filed with the U.S. Securities and Exchange Commission for its initial public offering of securities.


 


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


 


2.17        The
term “Trust Account” shall mean the gross proceeds of the initial public offering of securities pursuant to the Registration
Statement and sale of units by the Company deposited into a trust account for the benefit of the Company and the holders of the Company’s
ordinary shares, no par value.


 






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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,
fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on his, her or their behalf in connection
with such Proceeding or any claim, issue or matter therein, if Indemnitee acted honestly and in good faith and in a manner he, she or
they reasonably believed to be in the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause
to believe that his, her or their conduct was unlawful; provided, in no event shall Indemnitee be entitled to be indemnified, held harmless
or advanced any amounts hereunder in respect of any Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement
(if any) that Indemnitee may incur by reason of his, her or their own actual fraud or intentional misconduct. Indemnitee shall not be
found to have committed actual fraud or intentional misconduct for any purpose of this Agreement unless or until a court of competent
jurisdiction shall have made a finding to that effect.


 


4.            INDEMNITY
IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by applicable
law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee
was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding by or in the
right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee
shall be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by him, her or them or on his,
her or their behalf in connection with such Proceeding or any claim, issue or matter therein, provided that Indemnitee acted honestly
and in good faith and in a manner he, she or they reasonably believed to be in the best interests of the Company and, in the case of a
criminal Proceeding, had no reasonable cause to believe that his, her or their conduct was unlawful. No indemnification, hold harmless
or exoneration for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall
have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless and only to the extent that any court
in which the Proceeding was brought or the Cayman 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, but subject to Section 27, to the extent that Indemnitee was or is a party to (or a participant in) and is successful,
on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall,
to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and
reasonably incurred by him, her or them or on his, her or their behalf 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 and provided in all cases that Indemnitee acted honestly
and in good faith and in a manner he, she or they reasonably believed to be in the best interests of the Company and, in the case of a
criminal Proceeding, had no reasonable cause to believe that his, her or their conduct was unlawful, indemnify, hold harmless and exonerate
Indemnitee against all Expenses actually and reasonably incurred by him, her or them or on his, her or their 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 and provided in all cases that Indemnitee acted honestly and in good faith and in a
manner he, she or they reasonably believed to be in the best interests of the Company and, in the case of a criminal Proceeding, had no
reasonable cause to believe that his, her or their conduct was unlawful, indemnify, hold harmless and exonerate Indemnitee against all
Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which Indemnitee was
successful. For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding
by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.


 


6.            INDEMNIFICATION
FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, but subject
to Section 27, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or deponent in any Proceeding
to which Indemnitee 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, but subject to Section 27, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless
and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or
in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in
settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments,
fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding, provided
always that Indemnitee acted honestly and in good faith and in a manner he, she or they reasonably believed to be in the best interests
of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his, her or their conduct was unlawful.
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.


 






    	 	- 7 -	 



     


    

 


8.            CONTRIBUTION
IN THE EVENT OF JOINT LIABILITY.


 


8.1          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.


 


8.2          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.


 


8.3          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.


 


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


 


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


 


(ii)           for
an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the
meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; or


 


(iii)          except
as otherwise provided in Sections 14.5 hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any
Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company
or its directors, officers, employees or other indemnitees, unless (a) the Board authorized the Proceeding (or any part of any Proceeding)
prior to its initiation or (b) the Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion,
pursuant to the powers vested in the Company under applicable law.


 






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10.         ADVANCES
OF EXPENSES; DEFENSE OF CLAIM.


 


10.1        Notwithstanding
any provision of this Agreement to the contrary, but subject to Section 27, and to the fullest extent not prohibited by applicable
law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within
three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements
requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted
by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s
ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated
under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to
enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances
claimed. To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding
shall be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay the advance to the extent
that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement,
the Memorandum and Articles, applicable law or otherwise. If it shall be determined by a final judgment or other final adjudication that
Indemnitee was not so entitled to indemnification, any advancement shall be returned to the Company (without interest) by the Indemnitee.
This Section 10.1 shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment
is excluded pursuant to Section 9, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination
that Indemnitee is liable therefor.


 


10.2        The
Company will be entitled to participate in the Proceeding at its own expense.


 


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


 


11.         PROCEDURE
FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.


 


11.1        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 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.


 


11.2        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, her or their
sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification
shall be determined according to Section 12.1 of this Agreement.


 






    	 	- 9 -	 



     


    

 


12.         PROCEDURE
UPON APPLICATION FOR INDEMNIFICATION.


 


12.1        A
determination, if required by applicable law and/or the Memorandum and Articles, with respect to Indemnitee’s entitlement to indemnification
shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) by a majority
vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated
by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent
Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (iv) by vote of the shareholders
by ordinary resolution. The Company will promptly 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 Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such
determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification)
and the Company hereby agrees to indemnify and hold Indemnitee harmless therefrom.


 


12.2        In
the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12.1 hereof,
the Independent Counsel shall be selected as provided in this Section 12.2. The Independent Counsel shall be selected by Indemnitee
(unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising
it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements
of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board,
the Company shall give written notice to Indemnitee advising him, her or them of the identity of the Independent Counsel so selected and
certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2
of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written
notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such
selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not
meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set
forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as
Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent
Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without
merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11.2
hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman
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 Cayman Court, and the person with respect to whom
all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12.1 hereof. Upon the due
commencement of any judicial proceeding or arbitration pursuant to Section 14.1 of this Agreement, Independent Counsel shall
be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct
then prevailing).


 






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12.3        The
Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent
Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant
hereto.


 


13.         PRESUMPTIONS
AND EFFECT OF CERTAIN PROCEEDINGS.


 


13.1        In
making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination
shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification
in accordance with Section 11.2 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.


 


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


 


13.3        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 honestly and in good faith and in a manner
which he, she or they reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal
Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.


 






    	 	- 11 -	 



     


    

 


13.4        For
purposes of any determination of honesty and/or good faith, Indemnitee shall be deemed to have acted in honestly and good faith if
Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information
supplied to Indemnitee by the directors, manager, or officers of the Enterprise in the course of their duties, or on the advice of legal
counsel for the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member,
or on information or records given or reports made to the Enterprise, its Board, any committee of the Board or any director, trustee,
general partner, manager or managing member, by an independent certified public accountant or by an appraiser or other expert selected
by the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member. The provisions
of this Section 13.4 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.


 


13.5        The
knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary, agent
or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.


 


14.         REMEDIES
OF INDEMNITEE.


 


14.1        In
the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advances of Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to
Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12.1
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 12.1 of this Agreement within ten (10) days after
receipt by the Company of a written request therefor, (v) a contribution payment is not made in a timely manner pursuant to Section 8
of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days
after a determination has been made that Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee pursuant to any
hold harmless or exoneration rights under this Agreement or otherwise is not made in accordance with this Agreement within ten (10) days
after receipt by the Company of a written request therefor, Indemnitee shall be entitled to an adjudication by the New York Court
to such indemnification, hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee, at his, her or
their 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 Cayman Islands 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.


 






    	 	- 12 -	 



     


    

 


14.2        In
the event that a determination shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee is not entitled to
indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects
as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any
judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to be
indemnified, held harmless, exonerated to receive advances of Expenses under this Agreement and the Company shall have the burden of proving
Indemnitee is not entitled to be indemnified, held harmless, exonerated and to receive advances of Expenses, as the case may be, and the
Company may not refer to or introduce into evidence any determination pursuant to Section 12.1 of this Agreement adverse to Indemnitee
for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee shall
not be required to reimburse the Company for any advances pursuant to Section 10 until a final determination is made with respect
to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).


 


14.3        If
a determination shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee is entitled to indemnification, the
Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent
(i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement
not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under
applicable law.


 


14.4        The
Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the
procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any
such arbitrator that the Company is bound by all the provisions of this Agreement.


 


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


 


15.         SECURITY.
Notwithstanding anything herein to the contrary, but subject to Section 27, to the extent requested by Indemnitee and approved by
the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder
through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not
be revoked or released without the prior written consent of Indemnitee.


 






    	 	- 13 -	 



     


    

 


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


 


16.1        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 Memorandum and Articles, any agreement, a vote of shareholders or a resolution of directors, or
otherwise. No amendment, alteration or repeal of this Agreement or the Memorandum and Articles or of any provision hereof or thereof shall
limit or restrict any right of Indemnitee under this Agreement or the Memorandum and Articles in respect of any Proceeding (regardless
of when such Proceeding is first threatened, commenced or completed) or claim, issue or matter therein arising out of, or related to,
any action taken or omitted by such Indemnitee in his 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 Memorandum and Articles or this Agreement, then this Agreement (without
any further action by the parties hereto) shall automatically be deemed to be amended to require that the Company indemnifies the Indemnitee
to the fullest extent permitted by law. No right or remedy herein conferred is intended to be exclusive of any other right or remedy,
and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other right or remedy.


 


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


 


16.3       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 use commercially reasonable efforts to cause such insurers to pay, on behalf of Indemnitee, all
amounts payable as a result of such Proceeding in accordance with the terms of such policies.


 






    	 	- 14 -	 



     


    

 


16.4        In
the event of any payment under this Agreement, the Company, to the fullest extent permitted by law, shall be subrogated to the extent
of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to
secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.
No such payment by the Company shall be deemed to relieve any insurer of its obligations.


  


16.5        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, but subject to Section 27,
(i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration,
advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s
satisfaction and performance of all its obligations under this Agreement, and (ii) the Company shall perform fully its obligations
under this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless,
exoneration, contribution or insurance coverage rights against any person or entity other than the Company.


 


16.6        Notwithstanding
anything contained herein, the Company is the primary indemnitor, and any indemnification or advancement obligation of the Sponsor or
its affiliates or members or any other Person is secondary.


 


17.         DURATION
OF AGREEMENT. All agreements and obligations of the Company contained herein shall continue during
the period Indemnitee serves as a director or officer of the Company or as a director, officer, trustee, partner, manager, managing member,
fiduciary, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which
Indemnitee serves at the request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding
(including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason
of his Corporate Status, whether or not he, she or they is or are acting in any such capacity at the time any liability or expense is
incurred for which indemnification or advancement can be provided under this Agreement.


 


18.         SEVERABILITY.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) 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; (ii) 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 (iii) 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.


 






    	 	- 15 -	 



     


    

 


19.          ENFORCEMENT
AND BINDING EFFECT.


 


19.1        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.


 


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


 


19.3        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 his, her or their spouse, assigns, heirs, devisees, executors and administrators and other legal
representatives.


 


19.4        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.


 


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


 






    	 	- 16 -	 



     


    

 


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


 


21.         NOTICES.
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly
given (i) if delivered by hand and received for by the party to whom said notice or other communication shall have been directed,
on such delivery, (ii) if mailed by certified or registered mail with postage prepaid, on the third (3rd) business day
after the date on which it is so mailed, or (iii) if delivered by electronic mail, on the date of such delivery:


 


(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:


 


Crypto 1 Acquisition Corp

1221 Brickell Avenue


Miami, Florida 33131

Attention: David Hytha, Chief Financial Officer

Email: david@crypto1.vip


 


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


 


Reed Smith LLP


506 Carnegie Center, Suite 300


Princeton, New Jersey 08540


Attn: Edward P. Bromley III, Esq.


Email: ebromley@reedsmith.com


 


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


 


22.         APPLICABLE
LAW AND CONSENT TO JURISDICTION. This Agreement and the rights and obligations of the parties
hereunder shall be construed in accordance with and governed by the laws of the Cayman Islands, without giving effect to the conflict
of law principles thereof. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement,
to the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally: (i) agree that any action
or proceeding arising out of or in connection with this Agreement shall be brought only in the New York Court; (ii) consent to submit
to the exclusive jurisdiction of the New York Court for purposes of any action or proceeding arising out of or in connection with this
Agreement; (iii) waive any objection to the laying of venue of any such action or proceeding in the New York Court; and (iv) waive,
and agree not to plead or to make, any claim that any such action or proceeding brought in the New York Court has been brought in an improper
or inconvenient forum, or is subject (in whole or in part) to a jury trial.


 






    	 	- 17 -	 



     


    

 


23.         IDENTICAL
COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall
for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart
signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.


 


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


 


25.         PERIOD
OF LIMITATIONS. No legal action shall be brought and no cause of action shall be asserted by
or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives
after the expiration of two 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. The period
of limitations set forth in this Section 25 shall no longer be applicable in the case of fraud, gross negligence and willful misconduct.


 


26.         ADDITIONAL
ACTS. If for the validation of any of the provisions in this Agreement any act, resolution, approval
or other procedure is required, to the fullest extent permitted by law, the Company undertakes to cause such act, resolution, approval
or other procedure to be affected or adopted in a manner that will enable the Company to fulfill its obligations under this Agreement.


 


27.         WAIVER
OF CLAIMS TO TRUST ACCOUNT. Notwithstanding anything contained herein to the contrary, Indemnitee
hereby agrees that it does not have any right, title, interest or claim of any kind (each, a “Claim”) in or to any
monies in the Trust Account, and hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided
to the Company and will not seek recourse against such Trust Account for any reason whatsoever. Accordingly, Indemnitee acknowledges
and agrees that any indemnification provided hereto will only be able to be satisfied by the Company if (i) the Company has sufficient
funds outside of the Trust Account to satisfy its obligations hereunder or (ii) the Company consummates an initial business combination.


 


28.         MAINTENANCE
OF INSURANCE


 


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


 






    	 	- 18 -	 



     


    

 


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


 


	 	CRYPTO 1 ACQUISITION CORP
	 	 	 
	 	By:	/s/ Michael (Xu) Zhao
	 	Name: Michael (Xu) Zhao
	 	Title: Chief Executive Officer
	 	 	 
	 	INDEMNITEE
	 	 	 
	 	/s/ Michael (Xu) Zhao
	 	Michael (Xu) Zhao
	 

  	Address:
 c/o Crypto 1 Acquisition Corp
 1221 Brickell Avenue

Miami, Florida 33131
 Email: david@crypto1.vip