Exhibit 10.33


 


INDEMNITY AGREEMENT


 


This
Indemnity Agreement (this “Agreement”) dated as of [___________], 2021, is made by and between Achronix
Semiconductor Corporation, a Delaware corporation (the “Company”) and _________________
(“Indemnitee”).


 


Recitals


 


A.       The
Company desires to attract and retain the services of highly qualified individuals as directors, officers, employees and agents.


 


B.       The
Company’s amended and restated bylaws (the “Bylaws”) require that the Company indemnify its directors and officers,
and empowers the Company to indemnify its employees and agents, as authorized by the Delaware General Corporation Law, as amended (the
 “Code”), under which the Company is organized and such Bylaws expressly provide that the indemnification provided therein
is not exclusive and contemplates that the Company may enter into separate agreements with its directors, officers and other persons to
set forth specific indemnification provisions.


 


C.       Indemnitee
does not regard the protection currently provided by applicable law, the Bylaws, the Company’s other governing documents, and available
insurance as adequate under the present circumstances, and the Company has determined that Indemnitee and other directors, officers, employees
and agents of the Company may not be willing to serve or continue to serve in such capacities without additional protection.


 


D.       The
Company desires and has requested Indemnitee to serve or continue to serve as a director, officer, employee or agent of the Company, as
the case may be, and has proffered this Agreement to Indemnitee as an additional inducement to serve in such capacity.


 


E.       Indemnitee
is willing to serve, or to continue to serve, as a director, officer, employee or agent of the Company, as the case may be, if Indemnitee
is furnished the indemnity provided for herein by the Company.


 


Agreement


 


Now
Therefore, in consideration of the mutual covenants and agreements set forth herein, the parties hereto, intending to be legally
bound, hereby agree as follows:


 


1.                 
Definitions.


 


(a)            
Agent. For purposes of this Agreement, the term “Agent” of the Company means any person who: (i) is or was
a director, officer, employee, agent, or other fiduciary of the Company or a subsidiary of the Company; or (ii) is or was
serving at the request or for the convenience of, or representing the interests of, the Company or a subsidiary of the Company, as a director,
officer, employee, agent, or other fiduciary of a foreign or domestic corporation, partnership, joint venture, trust or other enterprise.


 






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(b)            
 Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred
if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended),
other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly
or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is
or becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the
Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, (ii)
individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason
to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination
for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still
in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a
merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting
Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted
into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company
or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan
of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of
transactions) all or substantially all of the Company’s assets.


 


(c)            
Expenses. For purposes of this Agreement, the term “Expenses” shall be broadly construed and shall include, without
limitation, all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys’, witness,
or other professional fees and related disbursements, and other out-of-pocket costs of whatever nature) actually and reasonably incurred
by Indemnitee in connection with the investigation, defense or appeal of a proceeding or establishing or enforcing a right to indemnification
under this Agreement, the Code or otherwise.


 


(d)            
Enterprise. For purposes of this Agreement, the term “Enterprise” means any other corporation, limited liability
company, partnership, joint venture, trust, employee benefit plan or other entity for which Indemnitee is or was serving at the request
of the Company as a director, officer, employee, or Agent


 


(e)             Independent
Counsel. For purposes of this Agreement, the term “Independent Counsel” means a law firm, or a partner (or, if
applicable, member) of such a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past
five (5) years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party, 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. The Company will pay the reasonable fees and expenses of the Independent Counsel
referred to above and to fully indemnify such counsel against any and all expenses, claims, liabilities and damages arising out of
or relating to this Agreement or its engagement pursuant hereto.


 






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(f)             
Liabilities. For purposes of this Agreement, the term “Liabilities” shall be broadly construed and shall include,
without limitation, judgments, damages, deficiencies, liabilities, losses, penalties, excise taxes, fines, assessments and amounts paid
in settlement, including any interest and any federal, state, local or foreign taxes imposed as a result of the actual or deemed receipt
of any payment under this Agreement.


 


(g)           
Proceedings. For purposes of this Agreement, the term “proceeding” shall be broadly construed and shall include,
without limitation, any threatened, pending, or completed action, suit, claim, counterclaim, cross claim, 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, criminal, administrative or investigative nature, and
whether formal or informal in any case, in which Indemnitee was, is or will be involved as a party, potential party, non-party witness,
or otherwise by reason of: (i) the fact that Indemnitee is or was a director or officer of the Company; (ii) the fact that any action
taken by Indemnitee (or a failure to take action by Indemnitee) or of any action (or failure to act) on Indemnitee’s part while
acting as an Agent; or (iii) the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, and in any such case described
above, whether or not serving in any such capacity at the time any liability or Expense is incurred for which indemnification, reimbursement,
or advancement of Expenses may be provided under this Agreement. If the Indemnitee believes in good faith that a given situation may lead
to or culminate in the institution of a proceeding, this shall be considered a proceeding under this paragraph.


 


(h)            
Subsidiary. For purposes of this Agreement, the term “subsidiary” means any corporation, limited liability company,
or other entity, of which more than 50% of the outstanding voting securities or equity interests are owned, directly or indirectly, by
the Company and one or more of its subsidiaries, and any other corporation, 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 an Agent.


 


(i)             
Voting Securities. For purposes of this Agreement, “Voting Securities” shall mean any securities
of the Company that vote generally in the election of directors.


 


2.                 
Agreement to Serve. Indemnitee will serve, or continue to serve, as the case may be, as an Agent, faithfully and to the best
of his or her ability, at the will of such entity designated by the Company and at the request of the Company (or under separate agreement,
if such agreement exists), in the capacity Indemnitee currently serves such entity, so long as Indemnitee is duly appointed or elected
and qualified in accordance with the applicable provisions of the governance documents of such entity, or until such time as Indemnitee
tenders his or her resignation in writing; provided, however, that nothing contained in this Agreement is intended as an employment agreement
between Indemnitee and the Company or any of its subsidiaries or to create any right to continued employment of Indemnitee with the Company
or any of its subsidiaries in any capacity.


 


The Company acknowledges that
it has entered into this Agreement and assumes the obligations imposed on it hereby, in addition to and separate from its obligations
to Indemnitee under the Bylaws, to induce Indemnitee to serve, or continue to serve, as an Agent, and the Company acknowledges that Indemnitee
is relying upon this Agreement in serving as an Agent.


 






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3.                 
Indemnification.


 


(a)            
Indemnification in Third Party Proceedings. Subject to Section 10 below, the Company shall indemnify Indemnitee to the
fullest extent permitted by the Code, as the same may be amended from time to time (but, to the fullest extent of the law, only to the
extent that such amendment permits Indemnitee to broader indemnification rights than the Code permitted prior to adoption of such amendment),
if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding, other than a proceeding by or
in the right of the Company to procure a judgment in its favor, for any and all Expenses and Liabilities (including all interest, assessments
and other charges paid or payable in connection with or in respect of such Expenses and Liabilities) incurred by Indemnitee in connection
with the investigation, defense, settlement or appeal of such proceeding, if Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal proceeding had no reasonable
cause to believe that Indemnitee's conduct was unlawful. The parties hereto intend that this Agreement shall provide to the fullest extent
permitted by law for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification
provided by the Certificate of Incorporation of the Company, the Bylaws, vote of its stockholders or disinterested directors, or applicable
law.


 


(b)            
Indemnification in Derivative Actions and Direct Actions by the Company. Subject to Section 10 below, the Company shall indemnify
Indemnitee to the fullest extent permitted by the Code, as the same may be amended from time to time (but, fullest extent permitted by
applicable law, only to the extent that such amendment permits Indemnitee to broader indemnification rights than the Code permitted prior
to adoption of such amendment), if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding
by or in the right of the Company to procure a judgment in its favor, against any and all Expenses actually and reasonably incurred by
Indemnitee in connection with the investigation, defense, settlement, or appeal of such proceedings, if Indemnitee acted in good faith
and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No indemnification for Expenses
shall be made under this Section 3(b) in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged
by a court competent jurisdiction to be liable to the Company, unless and only to the extent that the Chancery Court of the State of Delaware
or any court in which the proceeding was brought shall determine upon application that, despite the adjudication of liability but in view
of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.


 


4.                  Indemnification
of Expenses of Successful Party. To the fullest extent permitted by law, the Company shall indemnify Indemnitee against all
Expenses in connection with a proceeding to the extent that Indemnitee has been successful on the merits or otherwise in defense of
any proceeding or in defense of any claim, issue or matter therein, in whole or part, including the dismissal of any action without
prejudice. 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 indemnify Indemnitee against all Expenses
incurred by Indemnitee or on Indemnitee’s behalf in connection with or related to each successfully resolved claim, issue or
matter to the fullest extent permitted by law.


 






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5.                
Partial Indemnification; Witness Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification
by the Company for some or a portion of any Expenses and Liabilities incurred by Indemnitee in the investigation, defense, settlement
or appeal of a proceeding, but is precluded by applicable law or the specific terms of this Agreement to indemnification for the total
amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. Notwithstanding
any other provision of this Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnitee is, by reason
of Indemnitee’s acting as an Agent, a witness or otherwise asked to participate in any proceeding to which Indemnitee is not a party,
Indemnitee shall be indemnified against all Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.


 


6.                
Advancement of Expenses. To the extent not prohibited by law, the Company shall advance the Expenses incurred by Indemnitee
in connection with any proceeding, and such advancement shall be made within twenty (30) days after the receipt by the Company of a statement
or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such Expenses but, in the
case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee
to waive any privilege accorded by applicable law shall not be included with the invoice). Advances shall be unsecured, interest free
and without regard to Indemnitee’s ability to repay the Expenses. Advances shall include any and all Expenses incurred by Indemnitee
pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement or otherwise and this right of advancement,
including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges
that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent
required by law, repay the advance (without interest) if and to the extent that it is ultimately determined by a court of competent jurisdiction
in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under
this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to
any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b).


 


7.                 
Notice and Other Indemnification Procedures.


 


(a)              Notification
of Proceeding. Indemnitee will notify the Company in writing promptly upon being served with any summons, citation, subpoena,
complaint, indictment, information or other document relating to any proceeding or matter which may be subject to indemnification or
advancement of Expenses covered hereunder. The written notification to the Company shall include a description of the nature of the
proceeding and the facts underlying the proceeding. 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 and any delay in so notifying the Company shall
not constitute a waiver by Indemnitee of any rights under this Agreement. The Company will be entitled to participate in the
proceeding at its own expense.


 






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(b)             Request for Indemnification Payments. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company
a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably
necessary to determine whether and to what extent Indemnitee is entitled to indemnification under the terms of this Agreement, and shall
request payment thereof by the Company.


 


(c)              Determination
of Right to Indemnification Payments. Upon written request by Indemnitee for indemnification pursuant to the Section 7(b) hereof,
a determination with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four
methods, which shall be at the election of the Board of Directors: (1) by a majority vote of the disinterested directors, even though
less than a quorum, (2) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even
though less than a quorum, (3) if there are no disinterested directors or if the disinterested directors so direct, by Independent Counsel
in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee, or (4) if so directed by the Board
of Directors, by the stockholders of the Company; provided, however, that if there has been a Change in Control, then such determination
shall be made by Independent Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld).
For purposes hereof, disinterested directors are those members of the board of directors of the Company who are not parties to the action,
suit or proceeding in respect of which indemnification is sought by Indemnitee. Indemnification payments requested by Indemnitee under
Section 3 hereof shall be made by the Company within sixty (60) days after the later or (1) receipt of the written request of Indemnitee
and (2) the final disposition of the Proceeding for which Indemnification is sought. Claims for advancement of Expenses shall be made
under the provisions of Section 6 herein.


 


(d)              Application
for Enforcement. In the event the Company fails to make timely payments as set forth in Sections 6 or 7(c) above, Indemnitee shall
have the right to apply to the Chancery Court of the State of Delaware for the purpose of enforcing Indemnitee’s right to indemnification
or advancement of Expenses pursuant to this Agreement. In such an enforcement hearing or proceeding, the burden of proof shall be on
the Company to prove that indemnification or advancement of Expenses to Indemnitee is not required under this Agreement or permitted
by applicable law. Any determination by the Company (including its Board of Directors, a committee thereof, Independent Counsel) or stockholders,
that Indemnitee is not entitled to indemnification hereunder, shall not be a defense by the Company to the action nor create any
presumption that Indemnitee is not entitled to indemnification or advancement of Expenses hereunder.


 


(e)              Indemnification of Certain Expenses. The Company shall indemnify Indemnitee against all Expenses incurred in connection with
any hearing or proceeding under this Section 7 unless the Company prevails in such hearing or proceeding on the merits in all material
respects.


 






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8.                
 Presumptions and Effect of Certain Proceedings.


 


(a)             
In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making
such determination will, to the fullest extent not prohibited by law, presume Indemnitee is entitled to indemnification under this Agreement
if Indemnitee has submitted a request for indemnification in accordance with Section 7 of this Agreement, and the Company will, to the
fullest extent not prohibited by law, have the burden of proof to overcome that presumption. Neither the failure of the Company (including
by its 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 its directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, will
be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.


 


(b)             
If the determination of the Indemnitee’s entitlement to indemnification has not made pursuant to Section 7 within sixty
(60) days after the later of (i) receipt by the Company of Indemnitee’s request for indemnification pursuant to Section 7 and (ii)
the final disposition of the Proceeding for which Indemnitee requested Indemnification (the “Determination Period”), the requisite
determination of entitlement to indemnification will, to the fullest extent not prohibited by law, be deemed to have been made and Indemnitee
will be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact
necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii)
a prohibition of such indemnification under applicable law. The Determination Period may be extended for a reasonable time, not to exceed
an additional thirty (30) 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; and
provided, further, the Determination Period may be extended an additional fifteen (15) days if the determination of entitlement to indemnification
is to be made by the stockholders pursuant to Section 7(c) of this Agreement.


 


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


 


(d)              For
purposes of any determination of good faith, Indemnitee will be deemed to have acted in good faith if Indemnitee acted based on the
records or books of account of the Company, its subsidiaries, or an Enterprise, including financial statements, or on information
supplied to Indemnitee by the directors or officers of the Company, its subsidiaries, or an Enterprise in the course of their
duties, or on the advice of legal counsel for the Company, its subsidiaries, or an Enterprise or on information or records given or
reports made to the Company or an Enterprise by an independent certified public accountant or by an appraiser, financial advisor or
other expert selected with reasonable care by or on behalf of the Company, its subsidiaries, or an Enterprise. Further, Indemnitee
will be deemed to have acted in a manner “not opposed to the best interests of the Company,” as referred to in this
Agreement 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. The provisions of this Section 8(d) is not exclusive and does not limit
in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in
this Agreement.


 






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(e)             
The knowledge and/or actions, or failure to act, of any director, officer, trustee, partner, managing member, fiduciary, agent
or employee of the Enterprise may not be imputed to Indemnitee for purposes of determining Indemnitee’s right to indemnification
under this Agreement.


 


9.                
Insurance. To the extent that the Company maintains an insurance policy or policies providing liability insurance for Agents
or for agents of any other Enterprise, 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 Agent or agent under such policy or policies. If, at the time of the receipt
of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect or otherwise potentially
available, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures
set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay,
on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.


 


10.             
Exceptions.


 


(a)               Certain
Matters. Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this
Agreement to indemnify Indemnitee on account of any proceeding with respect to: (i) remuneration paid to Indemnitee if it is
determined by final judgment or other final adjudication that such remuneration was in violation of law (and, in this respect, both
the Company and Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification for
liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for
indemnification should be submitted to appropriate courts for adjudication, as indicated in Section 10(d) below); (ii) a final
judgment rendered against Indemnitee for an accounting, disgorgement or repayment of profits made from the purchase or sale by
Indemnitee of securities of the Company against Indemnitee pursuant to the provisions of Section 16(b) of the Securities
Exchange Act of 1934, as amended, or other provisions of any federal, state or local statute or rules and regulations thereunder; or
(iii) a final judgment or other final adjudication that Indemnitee’s conduct was in bad faith, knowingly fraudulent or
deliberately dishonest or constituted willful misconduct (but only to the extent of such specific determination); or (iv) on account
of conduct that is established by a final judgment as constituting a breach of Indemnitee’s duty of loyalty to the Company or
resulting in any personal profit or advantage to which Indemnitee is not legally entitled. For purposes of the foregoing sentence, a
final judgment or other adjudication may be reached in either the underlying proceeding or action in connection with which
indemnification is sought or a separate proceeding or action to establish rights and liabilities under this Agreement.


 






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(b)              Claims
Initiated by Indemnitee. Any provision herein to the contrary notwithstanding, the Company shall not be obligated to indemnify or
advance Expenses to Indemnitee with respect to proceedings or claims initiated or brought by Indemnitee against the Company or its Agents
and not by way of defense, except (i) with respect to proceedings brought to establish or enforce a right to indemnification or advancement
under this Agreement or under any other agreement, provision in the Bylaws or Certificate of Incorporation or applicable law, or (ii)
with respect to any other proceeding initiated by Indemnitee that is either approved by the Board of Directors or Indemnitee’s
participation is required by applicable law. However, indemnification or advancement of Expenses may be provided by the Company in specific
cases if the Board of Directors determines it to be appropriate.


 


(c)             
Unauthorized Settlements. Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant
to the terms of this Agreement to indemnify Indemnitee under this Agreement for any amounts paid in settlement of a proceeding effected
without the Company’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent to any proposed settlement;
provided, however, that the Company may in any event decline to consent to (or to otherwise admit or agree to any liability for indemnification
hereunder in respect of) any proposed settlement if the Company is also a party in such proceeding and determines in good faith that such
settlement is not in the best interests of the Company and its stockholders.


 


(d)             
Securities Act Liabilities. Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant
to the terms of this Agreement to indemnify Indemnitee or otherwise act in violation of any undertaking appearing in and required by the
rules and regulations promulgated under the Securities Act of 1933, as amended (the “Act”), or in any registration
statement filed with the SEC under the Act. Indemnitee acknowledges that paragraph (h) of Item 512 of Regulation S-K currently generally
requires the Company to undertake in connection with any registration statement filed under the Act to submit the issue of the enforceability
of Indemnitee’s rights under this Agreement in connection with any liability under the Act on public policy grounds to a court of
appropriate jurisdiction and to be governed by any final adjudication of such issue. Indemnitee specifically agrees that any such undertaking
shall supersede the provisions of this Agreement and to be bound by any such undertaking.


 


(e)              
Prior Payments. The Company shall not be obligated pursuant to the terms of this Agreement to indemnify or advance Expenses
to Indemnitee under this Agreement for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or
other indemnity provision, except to the extent made by [insert name] as provided in Section 13 and except with respect to any excess
beyond the amount paid under any insurance policy or indemnity policy.


 






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11.              Nonexclusivity
and Survival of Rights. The provisions for indemnification and advancement of Expenses set forth in this Agreement shall not be
deemed exclusive of any other rights which Indemnitee may at any time be entitled under any provision of applicable law, the
Company’s Certificate of Incorporation, Bylaws or other agreements, both as to action in Indemnitee’s official capacity
and Indemnitee’s action as an Agent, in any court in which a proceeding is brought, and Indemnitee’s rights hereunder
shall continue after Indemnitee has ceased acting as an Agent and shall inure to the benefit of the heirs, executors, administrators
and assigns of Indemnitee. The obligations and duties of the Company to Indemnitee under this Agreement shall be binding on the
Company and its successors and assigns until terminated in accordance with its terms. The Company shall require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets
of the Company, 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.


 


No amendment, alteration or
repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of
any action taken or omitted by such Indemnitee in his or her corporate status prior to such amendment, alteration or repeal. To the extent
that a change in the Code, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would
be afforded currently under the Company’s Certificate of Incorporation, Bylaws and this Agreement, it is the intent of the parties
hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred
is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every
other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, by Indemnitee shall not prevent the concurrent assertion or employment of any other right or
remedy by Indemnitee.


 


12.              Term.
This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased
to serve as an Agent; or (b) one (1) year after the final termination of any proceeding, including any appeal then pending, in respect
to which Indemnitee was granted rights of indemnification or advancement of Expenses hereunder.


 






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13.             
Other Rights to Indemnification or Advancement; Subrogation.


 


(a)              
The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance
provided by one or more other Persons, other than an Enterprise, with whom or which Indemnitee may be associated (including, without limitation,
[insert name]). The relationship between the Company and such other Persons with respect to the Indemnitee’s rights to indemnification,
advancement of Expenses, and insurance is described by this subsection, subject to the provisions of subsection (b) of this Section 13
with respect to a proceeding concerning Indemnitee’s status with an Enterprise.


 


i.                   
The Company hereby acknowledges and agrees:


 





1)                 
 the Company is the indemnitor of first resort with respect to any request for indemnification or advancement of Expenses made
pursuant to this Agreement concerning any proceeding;


 


2)                 
 the Company is primarily liable for all indemnification and indemnification or advancement of Expenses obligations for any Proceeding,
whether created by law, organizational or constituent documents, contract (including this Agreement) or otherwise;


 


3)                 
any obligation of any other Persons with whom or which Indemnitee may be associated (including, without limitation, [insert name])
to indemnify Indemnitee and/or advance Expenses to Indemnitee in respect of any proceeding are secondary to the obligations of the Company’s
obligations;


 


4)                 
the Company will indemnify Indemnitee and advance Expenses to Indemnitee hereunder to the fullest extent provided herein without
regard to any rights Indemnitee may have against any other Person with whom or which Indemnitee may be associated (including, [insert
name]) or insurer of any such Person; and


 


ii.                 
the Company irrevocably waives, relinquishes and releases (A) any other Person with whom or which Indemnitee may be associated
(including, without limitation, [insert name]) from any claim of contribution, subrogation, reimbursement, exoneration or indemnification,
or any other recovery of any kind in respect of amounts paid by the Company to Indemnitee pursuant to this Agreement and (B) any right
to participate in any claim or remedy of Indemnitee against any Person (including, without limitation, [insert name]), whether or not
such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take
or receive from any Person (including, without limitation, [insert name]), directly or indirectly, in cash or other property or by set-off
or in any other manner, payment or security on account of such claim, remedy or right.


 


iii.               
In the event any other Person with whom or which Indemnitee may be associated (including, without limitation, [insert name]) or
their insurers advances or extinguishes any liability or loss for Indemnitee, the payor has a right of subrogation against the Company
or its insurers for all amounts so paid which would otherwise be payable by the Company or its insurers under this Agreement. In no event
will payment by any other Person with whom or which Indemnitee may be associated (including, without limitation, [insert name]) or their
insurers affect the obligations of the Company hereunder or shift primary liability for the Company’s obligation to indemnify or
advance of Expenses to any other Person with whom or which Indemnitee may be associated (including, without limitation, [insert name]).


 


iv.               
Any indemnification or advancement of Expenses provided by any other Person with whom or which Indemnitee may be associated (including,
without limitation, [insert name]) is specifically in excess over the Company’s obligation to indemnify and advance Expenses or
any valid and collectible insurance (including but not limited to any malpractice insurance or professional errors and omissions insurance)
provided by the Company.


 






    11.


     


    

 


(b)              The
Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee for any proceeding concerning Indemnitee’s
status with an Enterprise will be reduced by any amount Indemnitee has actually received as indemnification or advancement of
Expenses from such Enterprise. The Company and Indemnitee intend that any such Enterprise (and its insurers) be the indemnitor of
first resort with respect to indemnification and advancement of Expenses for any proceeding related to or arising from
Indemnitee’s status with such Enterprise. The Company’s obligation to indemnify and advance Expenses to Indemnitee is
secondary to the obligations the Enterprise or its insurers owe to Indemnitee. Indemnitee agrees to take all reasonably necessary
and desirable action to obtain from an Enterprise indemnification and advancement of Expenses for any Proceeding related to or
arising from Indemnitee’s corporate status with such Enterprise.


 


(c)              
In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee from any insurance carrier or Enterprise. Indemnitee shall, at the request and expense of the Company, execute
all papers required and shall do everything that may be reasonably necessary to secure such rights, including the execution of such documents
necessary to enable the Company effectively to bring suit to enforce such rights.


 


14.             
Interpretation of Agreement. It is understood that the parties hereto intend this Agreement to be interpreted and enforced
so as to provide indemnification and advancement of Expenses to Indemnitee to the fullest extent now or hereafter permitted by law.


 


15.             
Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever,
(a) the validity, legality and enforceability of the remaining provisions of the Agreement (including without limitation, all portions
of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves
invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible,
the provisions of this Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any such provision
held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give
effect to the intent manifested by the provision held invalid, illegal or unenforceable and to give effect to Section 14 hereof.


 


16.             
Amendment and Waiver. No supplement, modification, amendment, or cancellation 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 provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


 


17.              Notice.
Except as otherwise provided herein, any notice or demand which, by the provisions hereof, is required or which may be given to or
served upon the parties hereto shall be in writing and, if by electronic transmission, shall be deemed to have been validly served,
given or delivered when sent, if by overnight delivery, courier or personal delivery, shall be deemed to have been validly served,
given or delivered upon actual delivery and, if mailed, shall be deemed to have been validly served, given or delivered three (3)
business days after deposit in the United States mail, as registered or certified mail, with proper postage prepaid and addressed to
the party or parties to be notified at the addresses set forth on the signature page of this Agreement (or such other address(es) as
a party may designate for itself by like notice). If to the Company, notices and demands shall be delivered to the attention of the
Secretary of the Company.


 






    12.


     


    

 


18.             
Governing Law. This Agreement shall be governed exclusively by and construed according to the laws of the State of Delaware,
as applied to contracts between Delaware residents entered into and to be performed entirely within Delaware.


 


19.             
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 but one and the same Agreement. Only one such counterpart need be produced to
evidence the existence of this Agreement.


 


20.             
Headings. The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute
part of this Agreement or to affect the construction hereof.


 


21.             
Entire Agreement. Subject to Section 11 hereof, this Agreement constitutes the entire agreement between the parties with respect
to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, written and oral, between the parties
with respect to the subject matter of this Agreement; provided, however, that this Agreement is a supplement to and in furtherance of
the Company’s Certificate of Incorporation, Bylaws, the Code and any other applicable law, and shall not be deemed a substitute
therefor, and does not diminish or abrogate any rights of Indemnitee thereunder.


 


22.             
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement
is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount
incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses,
in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable
in light of all of the circumstances of such proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee
as a result of the event(s) and/or transaction(s) giving cause to such proceeding; and/or (ii) the relative fault of the Company and Indemnitee
in connection with such event(s) and/or transaction(s).


 


23.              Consent
to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in
accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. 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 Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state or
federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive
jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement,
(iii) agree to appoint, to the extent such party is not otherwise subject to service of process in the State of Delaware, an agent
in the State of Delaware as such party's agent for acceptance of legal process in connection with any such action or proceeding
against such party with the same legal force and validity as if served upon such party personally within the State of Delaware, (iv)
waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (v) waive, and agree not to
plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or
inconvenient forum.


 


[Signature Page to
Follow]


 






    13.


     


    

 





In
Witness Whereof, the parties hereto have entered into this Agreement effective as of the date first above written.


 


	 	Achronix Semiconductor Corporation
	 	 	 
	 	By:	 
	 	 	Mark Voll
	 	 	Chief Financial Officer



 


	 	Indemnitee
	 	 
	 	 
	 	Signature of Indemnitee
	 	 
	 	 
	 	Print or Type Name of Indemnitee



 


[Signature Page to Indemnity Agreement]