Exhibit 10.5


 


FORM
OF INDEMNITY AGREEMENT


 


THIS INDEMNITY AGREEMENT
(this “Agreement”) is made as of [      ], 2020, by and between D8 HOLDINGS CORP., a Cayman Islands exempted
company (the “Company”), and _____________ (“Indemnitee”).


 


RECITALS


 


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


 


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


 


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


 


WHEREAS, the
amended and restated memorandum and articles of association of the Company (the “Charter”) require indemnification
of the officers and directors of the Company, Indemnitee may also be entitled to indemnification pursuant to applicable Cayman
Islands law and the Charter provides that the indemnification provisions set forth therein are not exclusive, and thereby contemplates
that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification,
hold harmless, exoneration, advancement and reimbursement rights;


 


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


 


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


 


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


 


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


 


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


 






     


     


    

 


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

 


TERMS
AND CONDITIONS


 


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


 


2.
DEFINITIONS. As used in this Agreement:


 


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


 


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


 


(c)
The term “Cayman Court” shall mean the courts of the Cayman
Islands.


 


(d)
The term “Change in Control” shall mean the occurrence of
the earliest to occur after the date of this Agreement of any of the following events:


 


(i)
Acquisition of Shares by Third Party. Other than an affiliate of D8 Sponsor
LLC (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly,
of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then
outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial
Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding
shares entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing
Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;


 


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


 


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


 






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


 


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


 


(e)
The term “Companies Law” shall mean the Companies Law (2018
Revision) of the Cayman Islands, as amended from time to time.


 


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


 


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


 


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


 


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


 


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


 


(k)
The term “Independent Counsel” shall mean a law firm or a
member of a law firm with significant experience in matters of corporate 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 Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements); or (ii)
any other party to the Proceeding (as defined below) giving rise to a claim for indemnification hereunder. Notwithstanding the
foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional
conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine
Indemnitee’s rights under this Agreement.


 






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


 


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


 


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


 


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


 


3.
INDEMNITY IN THIRD-PARTY PROCEEDINGS. To the fullest extent permitted by applicable
law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 3
if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding,
other than a Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate
Status. Pursuant to this Section 3, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses,
judgments, liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges
paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement)
actually, and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue
or matter therein, if Indemnitee 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 and, in the case of a criminal Proceeding, had no reasonable cause to believe that his or her conduct
was unlawful.


 


4.
INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent
permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions
of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent
or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s
Corporate Status. Pursuant to this Section 4, Indemnitee shall be indemnified, held harmless and exonerated against all
Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with such Proceeding or any claim,
issue or matter therein, if Indemnitee 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. No indemnification, hold harmless or exoneration for Expenses shall be made under this Section
4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable
to the Company, unless and only to the extent that any court in which the Proceeding was brought or the Cayman Court shall determine
upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly
and reasonably entitled to indemnification, to be held harmless or to exoneration.


 






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5.
INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL.
Notwithstanding any other provisions of this Agreement except for Section 27, to the extent that Indemnitee was or is, by
reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise,
in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent
permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred
by him or her in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits
or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest
extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably
incurred by him or her or on his or her behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee
is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law, indemnify,
hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related
to any claim, issue, or matter on which Indemnitee was successful. For purposes of this Section and without limitation, the termination
of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful
result as to such claim, issue or matter.


 


6.
INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision
of this Agreement except for Section 27, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness
or deponent in any Proceeding to which Indemnitee is not a party, he or she shall, to the fullest extent permitted by applicable
law, be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by him or her or on his
or her behalf in connection therewith.


 


7.
ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. Notwithstanding
any limitation in Sections 3, 4, or 5 and except for Section 27, the Company shall, to the fullest
extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened
to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor)
against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other
charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement)
actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnification, hold harmless or exoneration
rights shall be available under this Section 7 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s
duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct
or a knowing violation of the law.


 


8.
CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.


 


(a)
To the fullest extent permissible under applicable law, if the indemnification, hold
harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason
whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance,
the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement
and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company
hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.


 


(b)
The Company shall not enter into any settlement of any Proceeding in which the Company
is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final
release of all claims asserted against Indemnitee.


 






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(c)
The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee
from any claims for contribution which may be brought by officers, directors or employees of the Company other than Indemnitee
who may be jointly liable with Indemnitee.


 


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


 


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


 


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


 


(c)
except as otherwise provided in Sections 14(e)-(f) hereof, prior to a Change
in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding
(or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees,
unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides
the indemnification, hold harmless or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company
under applicable law. Indemnitee shall seek payments or advances from the Company only to the extent that such payments or advances
are unavailable from any insurance policy of the Company covering Indemnitee.


 


10.
ADVANCES OF EXPENSES; DEFENSE OF CLAIM.


 


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


 


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


 


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


 






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11.
PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.


 


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


 


(b)
Indemnitee may deliver to the Company a written application to indemnify, hold harmless
or exonerate Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time to time and at such time(s)
as Indemnitee deems appropriate in his or her sole discretion. Following such a written application for indemnification by Indemnitee,
Indemnitee’s entitlement to indemnification shall be determined according to Section 12(a) of this Agreement.


 


12.
PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.


 


(a)
A determination, if required by applicable law, with respect to Indemnitee’s
entitlement to indemnification shall be made in the specific case by one of the following methods: (i) if no Change in Control
has occurred, (x) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (y) by a committee
of Disinterested Directors, even though less than a quorum of the Board, or (z) if there are no Disinterested Directors, or if
such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered
to Indemnitee; or (ii) if a Change in Control has occurred, by Independent Counsel in a written opinion to the Board, a copy of
which shall be delivered to Indemnitee. The Company promptly will advise Indemnitee in writing with respect to any determination
that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification
has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within
ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination
with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable
advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably
available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’
fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall
be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company
hereby indemnifies and agrees to hold Indemnitee harmless therefrom.


 


(b)
In the event the determination of entitlement to indemnification is to be made by Independent
Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b).
The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board),
and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and
certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section
2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee
advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected
meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event,
Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been
received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however,
that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements
of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity
the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel.
If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel
unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without
merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section
11(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition
the Cayman Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection
of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and the person
with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section
12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this
Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the
applicable standards of professional conduct then prevailing).


 






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


 


13.
PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.


 


(a)
In making a determination with respect to entitlement to indemnification hereunder,
the person, persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this
Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 11(b) of this Agreement,
and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons
or entity of any determination contrary to that presumption. Neither the failure of the Company (including by the Disinterested
Directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement
that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual
determination by the Company (including by the Disinterested Directors or Independent Counsel) that Indemnitee has not met such
applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable
standard of conduct.


 


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


 


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


 


(d)
For purposes of any determination of good faith, Indemnitee shall be deemed to have
acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial
statements, or on information supplied to Indemnitee by the directors, trustees, general partners, managers or managing members
of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise, its Board, any committee
of the Board or any director, trustee, general partner, manager or managing member of the Enterprise, or on information or records
given or reports made to the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager
or managing member of the Enterprise, by an independent certified public accountant or by an appraiser or other expert selected
by the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member.
The provisions of this Section 13(d) shall not be deemed to be exclusive or to limit in any way the other circumstances
in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement.


 






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


 


14.
REMEDIES OF INDEMNITEE.


 


(a)
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) advancement of Expenses, to the fullest
extent permitted by applicable law, is not timely made pursuant to Section 10 of this Agreement, (iii) no determination
of entitlement to indemnification shall have been made pursuant to Section 12(a) of this Agreement within thirty (30) days
after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section
5, 6, 7 or the last sentence of Section 12(a) of this Agreement within ten (10) days after receipt by
the Company of a written request therefor, (v) a contribution payment is not made in a timely manner pursuant to Section 8
of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within
ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee
pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made within ten (10) days after receipt
by the Company of a written request therefor, Indemnitee shall be entitled to an adjudication by the Cayman Court to such indemnification,
hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee, at his or her option, may seek an award
in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules and Mediation Procedures of
the American Arbitration Association. Except as set forth herein, the provisions of Cayman Islands law (without regard to its conflict
of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication
or award in arbitration.


 


(b)
In the event that a determination shall have been made pursuant to Section 12(a)
of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant
to this Section 14 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall
not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this
Section 14, Indemnitee shall be presumed to be entitled to be indemnified, held harmless, exonerated to receive advances
of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to be indemnified,
held harmless, exonerated and to receive advances of Expenses, as the case may be, and the Company may not refer to or introduce
into evidence any determination pursuant to Section 12(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee
commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee shall not be required to reimburse
the Company for any advances pursuant to Section 10 until a final determination is made with respect to Indemnitee’s
entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).


 


(c)
If a determination shall have been made pursuant to Section 12(a) of this Agreement
that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or
arbitration commenced pursuant to this Section 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 shall be precluded from asserting in any judicial proceeding or arbitration
commenced pursuant to this Section 14 that the procedures and presumptions of this Agreement are not valid, binding and
enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions
of this Agreement.


 






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(e)
The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted
by law against all Expenses and, if requested by Indemnitee, shall (within ten (10) days after the Company’s receipt of such
written request) pay to Indemnitee, to the fullest extent permitted by applicable law, such Expenses which are incurred by Indemnitee
in connection with any judicial proceeding or arbitration brought by Indemnitee (i) to enforce his or her rights under, or to recover
damages for breach of, this Agreement or any other indemnification, hold harmless, exoneration, advancement or contribution agreement
or provision of the Charter now or hereafter in effect; or (ii) for recovery or advances under any insurance policy maintained
by any person for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is determined to be entitled
to such indemnification, hold harmless or exoneration right, advancement, contribution or insurance recovery, as the case may be
(unless such judicial proceeding or arbitration was not brought by Indemnitee in good faith).


 


(f)  
Interest shall be paid by the Company to Indemnitee at the legal rate under New York
law for amounts which the Company indemnifies, holds harmless or exonerates, or is obliged to indemnify, hold harmless or exonerate
for the period commencing with the date on which Indemnitee requests indemnification, to be held harmless, exonerated, contribution,
reimbursement or advancement of any Expenses and ending with the date on which such payment is made to Indemnitee by the Company.


 


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


 


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


 


(a)
The rights of Indemnitee as provided by this Agreement shall not be deemed exclusive
of any other rights to which Indemnitee may at any time be entitled under applicable law, the Charter, any agreement, a vote of
shareholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision
hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such
Proceeding is first threatened, commenced or completed) arising out of, or related to, 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 applicable law, whether
by statute or judicial decision, permits greater indemnification, hold harmless or exoneration rights or advancement of Expenses
than would be afforded currently under the Charter or this Agreement, then this Agreement (without any further action by the parties
hereto) shall automatically be deemed to be amended to require that the Company indemnify Indemnitee to the fullest extent permitted
by law. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and
remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other right or remedy.


 


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


 


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


 






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(d)
In the event of any payment under this Agreement, the Company, to the fullest extent
permitted by law, shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute
all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary
to enable the Company to bring suit to enforce such rights.


 


(e)
The Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses
hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, trustee, partner, managing
member, fiduciary, employee or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as
indemnification, hold harmless or exoneration payments or advancement of expenses from such Enterprise. Notwithstanding any other
provision of this Agreement to the contrary except for Section 27, (i) Indemnitee shall have no obligation to reduce, offset,
allocate, pursue or apportion any indemnification, hold harmless, exoneration, advancement, contribution or insurance coverage
among multiple parties possessing such duties to Indemnitee prior to the Company’s satisfaction and performance of all its
obligations under this Agreement, and (ii) the Company shall perform fully its obligations under this Agreement without regard
to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless, exoneration, contribution
or insurance coverage rights against any person or entity other than the Company.


 


(f)  
To the extent Indemnitee has rights to indemnification, advancement of expenses and/or
insurance provided by the Sponsor or its affiliates (other than the Company) as applicable, (i) the Company shall be the indemnitor
of first resort (i.e., that its obligations to Indemnitee are primary and any obligation of the Sponsor or its respective
affiliates, as applicable, to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee
are secondary), (ii) the Company shall be required to advance the full amount of expenses incurred by Indemnitee and shall be liable
for the full amount of all claims, liabilities, damages, losses, costs and expenses (including amounts paid in satisfaction of
judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating
or defending against any claim or alleged claim) to the extent legally permitted and as required by the terms of this Agreement,
the Company’s organizational documents or other agreement, without regard to any rights Indemnitee may have against the Sponsor
or its affiliates, as applicable, and (iii) the Company irrevocably waives, relinquishes and releases the Sponsor and its affiliates,
as applicable, from any and all claims against them for contribution, subrogation or any other recovery of any kind in respect
thereof. No advancement or payment by the Sponsor or its affiliates, as applicable, on behalf of Indemnitee with respect to any
claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing, and the Sponsor and its affiliates,
as applicable, shall have a right of contribution and be subrogated to the extent of such advancement or payment to all of the
rights of recovery of Indemnitee against the Company.


 


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


 


18.
SEVERABILITY. If any provision or provisions of this Agreement shall be held
to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining
provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement
containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such
provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect
to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without
limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid,
illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the
intent manifested thereby.


 






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19.
ENFORCEMENT AND BINDING EFFECT.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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(b)
If to the Company, to:


 


D8 Holdings Corp.


Unit 1008, 10/F, Champion Tower


3 Garden Road


Central, Hong Kong


 


With a copy, which shall not constitute notice, to


 


White & Case LLP


1221 Avenue of the Americas


New York, NY 10020


Attn: Joel Rubinstein, Esq.


Fax No.: (212) 354-8113


 


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


 


22.
APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations
among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, 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, to the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally: (a)
agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Cayman Court
and not in any state or federal court in the United States of America or any court in any other country; (b) consent to submit
to the exclusive jurisdiction of the Cayman Court for purposes of any action or proceeding arising out of or in connection with
this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Cayman Court; and (d) waive,
and agree not to plead or to make, any claim that any such action or proceeding brought in the Cayman Court has been brought in
an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.


 


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


 


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


 


25.
PERIOD OF LIMITATIONS. No legal action shall be brought and no cause of action
shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal
or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause
of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within
such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of
action such shorter period shall govern.


 


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


 






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

 


28.
MAINTENANCE OF INSURANCE. The Company shall use commercially reasonable efforts
to obtain and maintain in effect during the entire period for which the Company is obligated to indemnify the Indemnitee under
this Agreement, one or more policies of insurance with reputable insurance companies to provide the officers/directors of the Company
with coverage for losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification
obligations under this Agreement. The Indemnitee shall be covered by such policy or policies in accordance with its or their terms
to the maximum extent of the coverage available for any such director or officer under such policy or policies. In all such insurance
policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits
as are accorded to the most favorably insured of the Company’s directors and officers.


 


[Signature Page Follows]


 




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


 





	 	D8 HOLDINGS CORP.
	 	 	 
	 	By:	 
	 	 	Name: 	David Chu
	 	 	Title:	Chief Executive Officer
	 	 	 
	 	INDEMNITEE
	 	 	 
	 	By:	 
	 	 	Name: 	                       
	 	 	Address:	 



 


[Signature Page to Indemnity Agreement]