Exhibit 10.5


 


INDEMNITY AGREEMENT


 


THIS INDEMNITY AGREEMENT
(this “Agreement”) is made as of  [●], 2021, by and between Tiga Acquisition Corp. II, a Cayman Islands
exempted company (the “Company”), and  [●] (the “Indemnitee”).


 


RECITALS


 


WHEREAS, highly
competent persons have become more reluctant to serve publicly-held companies and 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 companies and 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 from certain liabilities. Although the furnishing of such insurance has been a customary
and widespread practice among publicly traded companies and 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 companies and 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 Amended and Restated Memorandum and Articles
of Association of the Company (the “Articles”) provide for the indemnification of the officers and directors
of the Company. Indemnitee may also be entitled to indemnification pursuant to applicable Cayman Islands law. The Articles provide
that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered
into between the Company and members of the Board, officers and other persons with respect to indemnification, hold harmless, exoneration,
advancement and reimbursement rights;


 


WHEREAS, the uncertainties
relating to such insurance and 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 and the Articles 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 Articles and any resolutions adopted pursuant thereto, and shall not be deemed a substitute
therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;


 


AND WHEREAS, Indemnitee
may not be willing to serve as an officer 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 and subject to the provisions of the letter agreement dated
as of  [●], 2021 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters
in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:


 


TERMS AND CONDITIONS


 


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


 


2. DEFINITIONS.
As used in this Agreement:


 


(a)   References
to “agent” shall mean any person who is or was a director, officer or employee of the Company or a subsidiary
of the Company or other person authorized by the Company to act for the Company, to include such person serving in such capacity
as a director, officer, employee, advisor, fiduciary or other official of another company, 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)   “Cayman
Court” shall mean the courts of the Cayman Islands.


 


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


 


(i) Acquisition
of Shares by Third Party. Other than an affiliate of Tiga Sponsor II 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 of securities 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;


 



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(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 or nomination for election was previously so approved
(collectively, the “Continuing Directors”), cease for any reason to constitute at least a majority of
the members of the Board;


 


(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 company and 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 company or 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 company or corporation except to the extent that such
ownership existed prior to the Business Combination; and (3) at least a majority of the Board of the company or corporation resulting
from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action
of the Board, providing for such Business Combination;


 


(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.


 



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


 


(f)
“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.


 


(g)
“Enterprise” shall mean the Company and any other company, corporation, constituent company
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.


 


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


 


(i)
“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). Expenses also shall include Expenses incurred in connection with any
appeal resulting from any Proceeding (as defined below), including reasonable compensation for time spent by the Indemnitee
for which he or she is not otherwise compensated by the Company or any third party, 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.


 


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


 


(k)
“Independent Counsel” shall mean a law firm or a member of a law firm with significant experience
in matters of corporate law and that neither presently is, nor in the past five years has been, retained to represent: (i)
the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning
Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements); or (ii) any other party
to the Proceeding (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 company or 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 company or 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 “Subsidiary,” with respect to any Person, shall mean any company, 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 and the Articles, 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.


 



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4.   INDEMNITY
IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by applicable law and the Articles, 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 of
competent jurisdiction to be liable to the Company, unless and only to the extent that any court in which the Proceeding was
brought or the Cayman Court shall determine upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification, to be held harmless or to
exoneration.


 


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 and the Articles, 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 and the Articles,
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 and the Articles, 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 was or
is not a party or threatened to be made a party, he or she shall, to the fullest extent permitted by applicable law and the Articles,
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.


 



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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 and the Articles, 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 permitted by applicable law and the Articles, 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.


 


(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, except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement,
other indemnity or advancement provision or otherwise;


 



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(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 and the Articles. 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 and the Articles, 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 and the Articles, 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 Articles, applicable law and the Articles 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, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor.


 


(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, claim, issue or matter therein 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 and the Articles, 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.


 



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(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).


 


(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 and the Articles; 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.


 



    	 	 10	 



     


    

 


(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 he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal
Proceeding, that Indemnitee had reasonable cause to believe that his or her 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, managers or officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the
Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member, or on
information or records given or reports made to the Enterprise, its Board, any committee of the Board or any director, trustee,
general partner, manager or managing member, by an independent certified public accountant or by an appraiser or other expert selected
by the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member.
The provisions of this Section 13(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.


 


(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 and the Articles, 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 Sections 5, 6, 7 or the last sentence of Section
12(a) of this Agreement in accordance with this Agreement, (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.


 



    	 	 11	 



     


    

 


(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 and 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 and the Articles.


 


(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.


 


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


 



    	 	 12	 



     


    

 


(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 advances, or is obliged to indemnify, hold harmless or exonerate or advance 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, except for Section 27, to the extent requested by Indemnitee and approved
by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations
hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee,
may not be revoked or released without the prior written consent of Indemnitee.


 


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


 


(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 and the Articles, the Articles, 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) or claim, issue or matter therein 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 and
the Articles, 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 Articles or this Agreement, it is the intent of the parties
hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein
conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
right or remedy.


 


(b) Cayman
Islands law and the Articles permit the Company to purchase and maintain insurance or furnish similar protection or make other
arrangements including, but not limited to, providing a trust fund, letter of credit, or surety bond (“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 Cayman Islands law. 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.


 



    	 	 13	 



     


    

 


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


 


(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. No such payment by the Company shall be deemed to relieve any insurer of its obligations.


 


(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, manager, managing member, fiduciary, employee or agent
of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless or exoneration
payments or advancement of expenses from such Enterprise. Notwithstanding any other provision of this Agreement to the contrary
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) Notwithstanding
anything contained herein, the Company is the primary indemnitor, and any indemnification or advancement obligation of the Sponsor,
its affiliates or any other Person is secondary.


 


17. DURATION
OF AGREEMENT. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee serves
as a director or officer of the Company or as a director, officer, trustee, partner, manager, managing member, fiduciary, employee
or agent of any other company, 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 or she 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.


 



    	 	 14	 



     


    

 


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 the Articles 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.


 


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 Articles 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 and/or assets
of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company
or a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of any other Enterprise
at the Company’s request, and shall inure to the benefit of Indemnitee and his 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.


 



    	 	 15	 



     


    

 


(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 or she 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 Company
and Indemnitee. 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) if mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which
it is so mailed:


 


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


 


(b) If
to the Company, to:


 


250 North Bridge Road


#24-00, Raffles City Tower


Singapore 179101


 


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. To the fullest extent permitted by law, the parties hereby agree that the mailing of process
and other papers in connection with any such action or proceeding in the manner provided by Section 21 or in such other
manner as may be permitted by law, shall be valid and sufficient service thereof.


 



    	 	 16	 



     


    

 


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.


 


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 the Company’s securities 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.


 



    	 	 17	 



     


    

 


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


 


[Signature Page Follows]


 




    	 	 18	 



     


    

 


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


 


	 	TIGA ACQUISITION CORP. II
	 	 	 
	 	By:	
	 	 	Name: Diana Luo
	 	 	Title: Chief Financial Officer
	 	 	 
	 	INDEMNITEE
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Address:  


 


[Signature Page to Indemnity Agreement]