Exhibit 10.2


 


COFORGE LIMITED

INDEMNIFICATION AGREEMENT


 


This Indemnification and Advancement Agreement (“Agreement”)
is made as of __________, 2021 by and between Coforge Limited, a company limited by shares, incorporated and domiciled in India (the “Company”),
and ______________, [a member of the Board of Directors or an officer] of the Company (“Indemnitee”).
This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and
advancement.


 


RECITALS


 


WHEREAS, the Board of Directors
of the Company (the “Board”) believes that highly competent persons have become
more reluctant to serve publicly-held corporations as directors, officers, or in other capacities unless they are provided with adequate
protection through insurance or adequate indemnification and advancement of expenses against inordinate risks of claims and actions against
them arising out of their service to and activities on behalf of the corporation;


 


WHEREAS, the Board has determined
that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense,
liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such
insurance has been a customary and widespread practice among United States-listed corporations and other business enterprises, the Company
believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums
and with more exclusions. At the same time, directors, officers, and other persons in service to corporations or business enterprises
are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally
would have been brought only against the Company or business enterprise itself. The memorandum and articles of association of the Company
(as may be amended from time to time, the “Charter”) provide for indemnification
of the managing director, whole-time director, secretary or officer of the Company. Indemnitee may also be entitled to indemnification
pursuant to the General Corporation Law of the State of Delaware (the “DGCL”).
The DGCL expressly provides 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 and advancement
of expenses;


 


WHEREAS, the uncertainties
relating to such insurance, to indemnification, and to advancement of expenses may increase the difficulty of attracting and retaining
such persons;


 


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


 









     


     


    

 


WHEREAS, it is reasonable,
prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons
to the fullest extent permitted by Applicable Law (as defined below) so that they will serve or continue to serve the Company free from
undue concern that they will not be so indemnified;


 


WHEREAS, this Agreement is
a supplement to and in furtherance of the Charter and any resolutions adopted pursuant thereto, and is not a substitute therefor, nor
diminishes or abrogates any rights of Indemnitee thereunder; and


 


WHEREAS, Indemnitee does not
regard the protection available under the Charter, the DGCL and insurance as adequate in the present circumstances, and may not be willing
to serve or continue to serve as an officer or director without adequate additional protection, and the Company desires Indemnitee to
serve or continue to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or
on behalf of the Company on the condition that Indemnitee be so indemnified and be advanced expenses.


 


NOW, THEREFORE, in consideration
of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:


 


Section 1.         
Services to the Company. Indemnitee agrees to serve as [a director or officer] of the Company. Indemnitee may at any time
and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law).
This Agreement does not create any obligation on the Company to continue Indemnitee in such position and is not an employment contract
between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee.


 


Section 2.         
Definitions. As used in this Agreement:


 


(a)          
“Agent” means any person who is authorized by the Company or an Enterprise
to act for or represent the interests of the Company or an Enterprise, respectively.


 


(b)         
“Applicable Law” means applicable law, including as it presently exists
or may hereafter be amended, but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide
broader indemnification rights than such law permitted the Company to provide prior to such amendment.


 


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


 


i.     
Acquisition of Stock by Third Party. Any Person (as defined below) is or becomes the Beneficial Owner (as defined below),
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 unless the change in 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;


 









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ii.     
 Change in Board of Directors. During any period of two (2) consecutive years (not including any period prior to the execution
of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director
designated by a person who has entered into an agreement with the Company to effect a transaction described in Sections 2(b)(i), 2(b)(iii)
or 2(b)(iv)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least
two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination
for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board;


 


iii.     
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than
a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation
continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than
50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation
and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;


 


iv.     
Liquidation. The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for
the sale or disposition by the Company of all or substantially all of the Company’s assets; and


 


v.     
Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A (or 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.


 


vi.     
For purposes of this Section 2(b), the following terms have the following meanings:


 


1)           
“Exchange Act” means the Securities Exchange Act of 1934, as amended
from time to time.


 


2)           
“Person” has the meaning as set forth in Sections 13(d) and 14(d) of
the Exchange Act; provided, however, that Person excludes (i) the Company, (ii) any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, and (iii) any corporation owned, directly or indirectly, by the stockholders
of the Company in substantially the same proportions as their ownership of stock of the Company.


 


3)            “Beneficial
Owner” has the meaning given to such term in Rule 13d-3 under the Exchange Act; provided, however, that
Beneficial Owner excludes any Person otherwise becoming a Beneficial Owner by reason of the stockholders of the Company approving a
merger of the Company with another entity.


 






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(d)         
“Corporate Status” describes the status of a person who is or was acting
as a director, officer, employee, fiduciary, or Agent of the Company or an Enterprise.


 


(e)          
“Disinterested Director” means a director of the Company who is not
and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.


 


(f)           
“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.


 


(g)         
“Expenses” includes all reasonable attorneys’ fees, retainers,
court costs, transcript costs, fees of experts and other professionals, witness fees, travel expenses, duplicating costs, printing and
binding costs, telephone charges, postage, delivery service fees, any federal, state, local or foreign taxes imposed on Indemnitee as
a result of the actual or deemed receipt of any payments under this Agreement, ERISA excise taxes and penalties, and all other disbursements
or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating,
being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also include (i) Expenses incurred in connection
with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any
cost bond, supersedeas bond, or other appeal bond or its equivalent, and (ii) for purposes of Section 14(d) only, Expenses incurred by
Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation
or otherwise. Expenses, however, do not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


 


(h)         
“Independent Counsel” means a law firm, or a member of a law firm,
selected by the Company and approved by Indemnitee (which approval shall not be unreasonably withheld) or, if there has been a Change
in Control, selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), that is experienced
in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or
Indemnitee in any matter material to either such party (other than with respect to matters concerning the 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” does 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.


 


(i)            The
term “Proceeding” includes 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, legislative, or investigative (formal or informal) nature, including any
appeal therefrom, in which Indemnitee was, is or will be involved as a party, potential party, non-party witness or otherwise by
reason of Indemnitee’s Corporate Status or by reason of 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 pursuant to Indemnitee’s Corporate
Status, 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; including one pending on or before
the date of this Agreement. A Proceeding also includes a situation the Indemnitee believes in good faith may lead to or culminate in
the institution of a Proceeding.


 






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Section 3.         
Indemnity in Third-Party Proceedings. The Company will indemnify Indemnitee in accordance with the provisions of this Section
3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right
of the Company. Pursuant to this Section 3, the Company will indemnify and hold harmless Indemnitee against, to the fullest extent permitted
by law, all Expenses, judgments, fines 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 and amounts paid in settlement) actually and reasonably incurred by
Indemnitee, or on Indemnitee’s behalf, in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted
in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the
case of a criminal Proceeding had no reasonable cause to believe that Indemnitee’s conduct was unlawful.


 


Section 4.         
Indemnity in Proceedings by or in the Right of the Company. The Company will indemnify Indemnitee in accordance with the
provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the
right of the Company. Pursuant to this Section 4, the Company will indemnify and hold harmless Indemnitee against, to the fullest extent
permitted by law, all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such
Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner that Indemnitee reasonably believed
to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee for Expenses under this Section
4 related to any claim, issue or matter in a Proceeding for which Indemnitee has been finally adjudged by a court to be liable to the
Company, unless, and only to the extent that, the Delaware Court of Chancery or any court in which the Proceeding was brought determines
that such indemnification may be made.


 


Section 5.          Indemnification
for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the
fullest extent permitted by law, the Company will indemnify Indemnitee against all Expenses actually and reasonably incurred by
Indemnitee in connection with any Proceeding the extent that Indemnitee is successful, on the merits or otherwise. 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 will indemnify Indemnitee against all Expenses actually and reasonably 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. 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, will be deemed to be a successful result as to such claim,
issue or matter.


 






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Section 6.         
Indemnification For Expenses of a Witness. To the fullest extent permitted by applicable law, the Company will indemnify
Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any
Proceeding to which Indemnitee is not a party but to which Indemnitee is a witness, deponent, interviewee, or otherwise asked to participate.


 


Section 7.         
Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company
for some or a portion of Expenses, but not, however, for the total amount thereof, the Company will indemnify Indemnitee for the portion
thereof to which Indemnitee is entitled.


 


Section 8.         
Additional Indemnification. Notwithstanding any limitation in Sections 3, 4, 5, or 6, the Company will indemnify Indemnitee
to the fullest extent permitted by applicable law (including but not limited to, the DGCL and any amendments to or replacements of the
DGCL adopted after the date of this Agreement that expand the Company’s ability to indemnify its officers and directors) 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), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of
Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company
shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions,
set forth in Sections 13 and 14 hereof) to be unlawful.


 


Section 9.         
Exclusions. Notwithstanding any provision in this Agreement, the Company is not obligated under this Agreement to make any
indemnification payment to Indemnitee in connection with any Proceeding:


 


(a)          
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 provided in Section 16(b) and except with respect to any excess beyond the amount paid under any insurance policy
or other indemnity provision; or


 


(b)          for
(i) 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 (as defined in Section 2(b) hereof) or similar provisions of state statutory
law or common law, (ii) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based
compensation or of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under
the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304
of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the
payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the
Sarbanes-Oxley Act) or (iii) any reimbursement of the Company by Indemnitee of any compensation pursuant to any compensation
recoupment or clawback policy adopted by the Board or the compensation committee of the Board, including but not limited to any such
policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Act; or


 






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(c)          
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 (i) the Proceeding or part of any Proceeding is to enforce Indemnitee’s
rights to indemnification or advancement, of Expenses, including a Proceeding (or any part of any Proceeding) initiated pursuant to Section
14 of this Agreement, (ii) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, or (iii) the Company
provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.


 


Section 10.     
Advances of Expenses.


 


(a)          
Notwithstanding any other provision of this Agreement, the Company will advance, to the extent not prohibited by law, the Expenses
incurred by or on behalf of Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee or
any Proceeding (or any part of any Proceeding) initiated by Indemnitee if (i) the Proceeding or part of any Proceeding is to enforce Indemnitee’s
rights to obtain indemnification or advancement of Expenses from the Company or Enterprise, including a proceeding initiated pursuant
to Section 14 or (ii) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation. The Company will advance
the Expenses within thirty (30) days after the receipt by the Company of a statement or statements requesting such advances from time
to time, whether prior to or after final disposition of any Proceeding.


 


(b)         
Any advances and undertakings to repay will be unsecured and interest free. Indemnitee undertakes to repay the amounts advanced
(without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company, thus
Indemnitee qualifies for advances upon the execution of this Agreement and delivery to the Company. No other form of undertaking is required
other than the execution of this Agreement. The Company will make advances without regard to Indemnitee’s ability to repay the Expenses
and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. In the
event that the Company shall breach its obligation to advance Expenses under this Section 10, the parties hereto agree that Indemnitee’s
remedies available at law would not be adequate and that Indemnitee would be entitled to specific performance.


 


Section 11.     
Procedure for Notification of Claim for Indemnification or Advancement.


 


(a)           Indemnitee
will notify the Company in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification or advancement
of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. Indemnitee
will include in the written notification to the Company a description of the nature of the Proceeding and the facts underlying the
Proceeding and provide 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 following the final disposition of such Proceeding.
Indemnitee’s failure to notify the Company will not relieve the Company from any obligation it may have to Indemnitee under
this Agreement, and any delay in so notifying the Company will not constitute a waiver by Indemnitee of any rights under this
Agreement. The Secretary of the Company will, promptly upon receipt of such a request for indemnification or advancement, advise the
Board in writing that Indemnitee has requested indemnification or advancement.


 






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(b)         
The Company will be entitled to participate in the Proceeding at its own expense.


 


Section 12.     
Procedure Upon Application for Indemnification.


 


(a)          
Unless a Change of Control has occurred, the determination of Indemnitee’s entitlement to indemnification will be made:


 


i.     
by a majority vote of the Disinterested Directors, even though less than a quorum of the Board;


 


ii.     
by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a
quorum of the Board; or


 


iii.     
if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by written opinion provided by Independent
Counsel selected by the Board;


 


(b)         
If a Change in Control has occurred, the determination of Indemnitee’s entitlement to indemnification will be made by written
opinion provided by Independent Counsel selected by Indemnitee (unless Indemnitee requests such selection be made by the Board).


 


(c)           The
party selecting Independent Counsel pursuant to subsection (a)(iii) or (b) of this Section 12 will provide written notice of the
selection to the other party. The notified party may, within ten (10) days after receiving written notice of the selection of
Independent Counsel, deliver to the selecting party a written objection to such selection; provided, however, that
such objection may be asserted only (i) 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 sets forth with particularity the
factual basis of such assertion or (ii) if there is a reasonable basis to withhold approval. Absent a proper and timely objection,
the person so selected will 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 an arbitral tribunal has
determined that such objection is without merit. If, within thirty (30) days after the later of submission by Indemnitee of a
written request for indemnification pursuant to Section 11(a) hereof and the final disposition of the Proceeding, Independent
Counsel has not been selected or, if selected, any objection to has not been resolved, either the Company or Indemnitee may petition
an arbitral tribunal for the appointment as Independent Counsel of a person selected by such arbitral tribunal or by such other
person as such arbitral tribunal designates. Upon the due commencement of any arbitration pursuant to Section 14(a) of this
Agreement, Independent Counsel will 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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(d)         
Indemnitee will cooperate with the person, persons or entity making the 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. The Company will advance and pay any Expenses incurred by Indemnitee in so cooperating with the person, persons
or entity making the indemnification determination irrespective of the determination as to Indemnitee’s entitlement to indemnification
and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Company promptly will advise Indemnitee in writing
of the determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which
indemnification has been denied and providing a copy of any written opinion provided to the Board by Independent Counsel.


 


(e)          
If it is determined that Indemnitee is entitled to indemnification, the Company will make payment to Indemnitee within thirty (30)
days after such determination.


 


Section 13.     
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 11(a) of this Agreement, and the Company will, to
the fullest extent not prohibited by law, have the burden of proof to overcome that presumption and the burden of persuasion to establish
by clear and convincing evidence that Indemnitee is not so entitled. 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 12 within sixty (60)
days after the later of (i) receipt by the Company of Indemnitee’s request for indemnification pursuant to Section 11(a)
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 12(a)(iv) of this Agreement.


 






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(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, and without creating any presumption as to lack of good faith if the following
circumstances to not exist, 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 13(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, and it shall in any event be presumed that Indemnitee has at
all times acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company.
Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.


 


(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.


 






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Section 14.     
Remedies of Indemnitee.


 


(a)          
Indemnitee may commence Proceedings against the Company in accordance with Section 25 to obtain indemnification or advancement
of Expenses provided by this Agreement 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) the Company does not advance Expenses pursuant to Section 10 of this
Agreement, (iii) the determination of entitlement to indemnification is not made pursuant to Section 12 of this Agreement within the Determination
Period, (iv) the Company does not indemnify Indemnitee pursuant to Section 5 or 6 or the second to last sentence of Section 12(d)
of this Agreement within thirty (30) days after receipt by the Company of a written request therefor, (v) the Company does not indemnify
Indemnitee pursuant to Section 3, 4, 7, or 8 of this Agreement within thirty (30) days after a determination has been made that Indemnitee
is entitled to indemnification, or (vi) in the event that the Company or any other person takes or threatens to take any action to declare
this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from,
the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder. Indemnitee must commence such Proceeding
seeking an adjudication within one hundred and eighty (180) days following the date on which Indemnitee first has the right to commence
such Proceeding pursuant to this Section 14(a); provided, however, that the foregoing clause does not apply in respect of
a Proceeding brought by Indemnitee to enforce Indemnitee’s rights under Section 5 of this Agreement. The Company will not oppose
Indemnitee’s right to seek any such adjudication or award in arbitration. The Company, may similarly seek an award in arbitration
in accordance with Section 25 in the event of a dispute with Indemnitee.


 


(b)         
If a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification, any arbitration
commenced pursuant to this Section 14 will be conducted in all respects as an arbitration, on the merits and Indemnitee may not be
prejudiced by reason of that adverse determination. In any arbitration commenced pursuant to this Section 14 the Company will have the
burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and will not introduce
evidence of the determination made pursuant to Section 12 of this Agreement.


 


(c)          
If a determination is made pursuant to Section 12 of this Agreement that Indemnitee is entitled to indemnification, the Company
will be bound by such determination in any 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.


 


(d)         
The Company is, to the fullest extent not prohibited by law, precluded from asserting in any arbitration commenced pursuant to
this Section 14 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and will stipulate before
any such arbitrator that the Company is bound by all the provisions of this Agreement.


 









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(e)          
 It is the intent of the Company that, to the fullest extent permitted by law, the Indemnitee not be required to incur legal fees
or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation
or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee
hereunder. The Company, to the fullest extent permitted by law, will (within thirty (30) days after receipt by the Company of a written
request therefor) advance to Indemnitee such Expenses which are incurred by Indemnitee in connection with any action concerning this Agreement,
Indemnitee’s right to indemnification or advancement of Expenses from the Company, or concerning any directors’ and officers’
liability insurance policies maintained by the Company, and will indemnify Indemnitee against any and all such Expenses unless the court
determines that each of the Indemnitee’s claims in such action were made in bad faith or were frivolous or are prohibited by law.


 


Section 15.     
Non-exclusivity; Survival of Rights; Insurance; Subrogation.


 


(a)          
The indemnification and advancement of Expenses provided by this Agreement are not exclusive of any other rights to which Indemnitee
may at any time be entitled under applicable law, the Charter, any agreement, a vote of stockholders or a resolution of directors, or
otherwise. The indemnification and advancement of Expenses provided by this Agreement may not be limited or restricted by any amendment,
alteration or repeal of this Agreement in any way with respect to any action taken or omitted by Indemnitee in Indemnitee’s Corporate
Status occurring prior to any amendment, alteration or repeal of this Agreement. To the extent that a change in Delaware law, whether
by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the
Charter, or this Agreement, it is the intent of the parties hereto that Indemnitee enjoy by this Agreement the greater benefits so afforded
by such change; provided, however, that no change in applicable law shall have the effect of reducing the benefits available
to Indemnitee hereunder based on Delaware law as in effect on the date hereof. No right or remedy herein conferred is intended to be exclusive
of any other right or remedy, and every other right and remedy is 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,
will not prevent the concurrent assertion or employment of any other right or remedy.


 


(b)         
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 with whom or which Indemnitee may be associated. The relationship between the Company and such other
Persons, other than an Enterprise, 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 (d) of this Section 16 with respect to a Proceeding concerning
Indemnitee’s Corporate 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;


 









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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 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 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
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, 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, 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 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 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.


 


iv.     
Any indemnification or advancement of Expenses provided by any other Person with whom or which Indemnitee may be associated 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.


 


(c)           The
Company represents that it presently has in place certain directors’ and officers’ liability insurance policies covering
its directors and officers. Subject only to the provisions within this Section 15(c), the Company agrees that so long as Indemnitee
shall have consented to serve or shall continue to serve as a director or officer of the Company, or both, or as an Agent of the
Company, and thereafter so long as Indemnitee shall be subject to any possible Proceeding (such periods being hereinafter sometimes
referred to as the “Indemnification Period”), the Company will use best efforts to maintain in effect for the benefit of
Indemnitee one or more valid, binding and enforceable policies of directors’ and officers’ liability insurance from
established and reputable insurers, providing coverage both in scope and amount which is at least as favorable to Indemnitee as that
presently provided including, subject to the terms of the policy(ies), coverage in the event the Company does not or cannot, for any
reason, indemnify or advance Expenses to Indemnitee as required by this Agreement. Anything in this Agreement to the contrary
notwithstanding, to the extent that and for so long as the Company shall continue to maintain any policies of directors’ and
officers’ liability insurance during the Indemnification Period, the Company shall maintain similar and equivalent insurance
for the benefit of Indemnitee during the Indemnification Period. If, at the time of the receipt of a notice of a claim pursuant to
this Agreement, the Company has directors' and officers' liability insurance in effect, the Company will give timely notice of such
claim or of the commencement of a Proceeding, as the case may be, to the insurers in accordance with the procedures set forth in the
respective policies. The Company will 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. Indemnitee agrees
to assist the Company efforts to cause the insurers to pay such amounts and will comply with the terms of such policies, including
selection of approved panel counsel, if required.


 






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(d)         
The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee for any Proceeding concerning Indemnitee’s
Corporate 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 Corporate
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.


 


(e)          
In the event of any payment made by the Company under this Agreement, the Company will be subrogated to the extent of such payment
to all of the rights of recovery of Indemnitee from any Enterprise or insurance carrier. Indemnitee will 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.


 


Section 16.      Duration
of Agreement. This Agreement continues until and terminates upon the later of: (a) ten (10) years after the date that Indemnitee
ceases to have a Corporate Status or (b) one (1) year after the final termination of any Proceeding then pending in respect of which
Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by Indemnitee
pursuant to Section 14 of this Agreement relating thereto. The indemnification and advancement of Expenses rights provided by
or granted pursuant to this Agreement are 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 or assets of the Company), continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of
the Company or of any other Enterprise, and inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs,
devisees, executors and administrators and other legal representatives.


 






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Section 17.     
Severability. If any provision or provisions of this Agreement is held to be invalid, illegal or unenforceable for any reason
whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation,
each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not
itself invalid, illegal or unenforceable) will not in any way be affected or impaired thereby and remain enforceable to the fullest extent
permitted by law; (b) such provision or provisions will be deemed reformed to the extent necessary to conform to applicable law and to
give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement
(including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal
or unenforceable, that is not itself invalid, illegal or unenforceable) will be construed so as to give effect to the intent manifested
thereby.


 


Section 18.     
Interpretation. Any ambiguity in the terms of this Agreement will be resolved in favor of Indemnitee and in a manner to
provide the maximum indemnification and advancement of Expenses permitted by law. The Company and Indemnitee intend that this Agreement
provide to the fullest extent permitted by law for indemnification and advancement, including in excess of that expressly provided, without
limitation, by the Charter, vote of the Company stockholders or disinterested directors.


 


Section 19.     
Enforcement.


 


(a)          
The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby
in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying
upon this Agreement in serving or continuing to serve as a director or officer of the Company.


 


(b)         
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;
provided, however, that this Agreement is a supplement to and in furtherance of the Charter and applicable law, and is not
a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.


 


Section 20.     
Modification and Waiver. No supplement, modification or amendment of this Agreement is binding unless executed in writing
by the parties hereto. No waiver of any of the provisions of this Agreement will be deemed or constitutes a waiver of any other provisions
of this Agreement nor will any waiver constitute a continuing waiver.


 


Section 21.     
Specific Performance. The parties recognize that if any provision of this Agreement is violated by the parties hereto,
Indemnitee may be without an adequate remedy at law. Accordingly, in the event of any such violation, Indemnitee shall be entitled, if
Indemnitee so elects, to institute Proceedings, either at law or in equity, to obtain damages, to enforce specific performance, to enjoin
such violation, or to obtain any relief or any combination of the foregoing as Indemnitee may elect to pursue without the posting of
any bond.


 






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Section 22.     
Notice by Indemnitee and Defense of Claim.


 


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


 


(b)         
The Company shall be entitled to participate in the defense of any claim relating to an indemnifiable event or to assume the defense
thereof, with counsel reasonably satisfactory to Indemnitee; provided that, if Indemnitee believes, after consultation with counsel selected
by Indemnitee, that (i) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or
potential conflict of interest, (ii) the named parties in any such claim (including any impleaded parties) include the Company or any
subsidiary of the Company, on the one hand, and Indemnitee, on the other hand, and Indemnitee concludes, after consultation with counsel
selected by Indemnitee, that there may be one or more legal defenses available to him that are different from or in addition to those
available to the Company or any subsidiary of the Company, or (iii) any such representation by such counsel would be precluded under the
applicable standards of professional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel (but not more
than one law firm, plus, if applicable, local counsel in respect of any particular claim) at the Company’s expense. Notwithstanding
any other provision of this Agreement, the Company shall not, without the prior written consent of Indemnitee, settle any threatened or
pending indemnifiable claim which the Indemnitee is or could have been a party to unless such settlement solely involves the payment of
money and includes a full and final release of the Indemnitee from all claims that are the subject matter of such indemnifiable claim.
Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee
may withhold consent to any settlement that does not provide a full and final release of Indemnitee.


 


Section 23.     
Notices. All notices, requests, demands and other communications under this Agreement will be in writing and will be deemed
to have been duly given if (a) delivered by hand to the other party, (b) sent by reputable overnight courier to the other party or (c)
sent by facsimile transmission or electronic mail, with receipt of oral confirmation that such communication has been received:


 


(a)          
If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee provides
to the Company.


 









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(b)         
 If to the Company to:


 


Coforge Limited:

8, Balaji Estate, Third Floor


Guru Ravi Das Marg, Kalkaji


New Delhi – 110 019


India


Attention:

Email:


 


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


 


Section 24.     
Contribution.


 


(a)          
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, will 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 such Proceeding,
in the entire amount of any judgment or settlement of such action and/or for reasonably incurred Expenses in such Proceeding, without
requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have
against Indemnitee. The Company shall not enter into any settlement of any action, suit or proceeding in which the Company is jointly
liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement provides for a full and final
release of all claims asserted against Indemnitee.


 


(b)         
Without diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee
shall elect or be required by applicable law or court order to pay all or any portion of any judgment or settlement in any threatened,
pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such
action, suit or proceeding), the Company shall contribute to the amount of Expenses, judgments, fines and amounts paid in settlement actually
and reasonably incurred and paid or payable by Indemnitee in such proportion to the relative benefits received by the Company and all
officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined
in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction or events from which such
action, suit or proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may,
to the extent necessary to conform to law, be further adjusted 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
its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).


 






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Section 25.     
Applicable Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties are governed by, and
construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with
respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, any controversy or claim arising out
of or relating to this Agreement, or the breach thereof shall be determined by arbitration administered by the International Centre for
Dispute Resolution in accordance with the International Arbitration Rules. The number of arbitrators shall be three. The seat or legal
place of arbitration shall be New York, United States of America. The arbitration shall be held, and the award rendered, in the English
language. Except as may be required by law, neither a party nor the arbitrators may disclose the existence, content or results of any
arbitration without the prior written consent of both parties, unless to protect or pursue a legal right.


 


Section 26.     
Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which will for all purposes
be deemed to be an original but all of which together constitutes 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.


 


Section 27.     
Headings. The headings of this Agreement are inserted for convenience only and do not constitute part of this Agreement
or affect the construction thereof.


 


[Signature page follows]


 









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


 


	COFORGE LIMITED	 	INDEMNITEE
	 	 	 
	By:	 	 	 
	Name:	 	 	Name:	 
	Office:	 	 	Address: