Exhibit 10.2


 


INDEMNIFICATION AGREEMENT


 


THIS INDEMNIFICATION AGREEMENT (this
“Agreement”) is made as of January 31, 2018, by and between SENTINEL ENERGY SERVICES INC., a Cayman
Islands exempted company (the “Company”), and Jon A. Marshall (“Indemnitee”).


 


RECITALS


 


WHEREAS, highly competent persons
have become more reluctant to serve publicly-held corporations as directors or officers 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
as directors and officers, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to
protect such persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance
has been a customary and widespread practice among 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 and officers are being increasingly subjected to expensive and time-consuming litigation.
The amended and restated memorandum and articles of association (the “Charter”) of the Company require
indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to applicable
Cayman Islands law. The Charter expressly provides that the indemnification provisions set forth therein are not exclusive, and
thereby contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons
with respect to indemnification, 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.


 


WHEREAS, Indemnitee may not be willing
to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee
is willing to serve or continue to serve for or on behalf of the Company on the condition that Indemnitee 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. In consideration of the Company’s covenants and obligations hereunder, Indemnitee will serve or continue
to serve as an officer, director or key employee of the Company for so long as Indemnitee is duly elected or appointed or until
Indemnitee tenders Indemnitee’s 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 or officer of the Company, as provided
in Section 16. 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, 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)
“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 Sentinel Management Holdings, LLC, a Delaware limited liability
company (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 reorganization, merger or consolidation of the Company (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;


 


(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 shareholder 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


 






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(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)
“Companies Law” shall mean the Companies Law (2013 Revision) of the Cayman Islands, as amended
from time to time.


 


(f)
“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.


 


(g)
“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)
“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, manager, general partner, managing member, fiduciary,
employee or agent.


 


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


 


(j)
“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)
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.


 


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


 


(n)
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 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 Indemnitee or of any action (or failure to act) on Indemnitee’s part while acting
as a director or officer of the Company, or by reason of the fact that Indemnitee 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.


 


(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 Indemnitee’s
behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner
Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding,
had no reasonable cause to believe that Indemnitee’s conduct was unlawful.


 


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 Indemnitee or on Indemnitee’s
behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner
Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. 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, 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 Indemnitee 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 Indemnitee or on Indemnitee’s 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, to the extent that Indemnitee is, by reason
of Indemnitee’s 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, Indemnitee shall, to the fullest extent permitted by applicable law, be indemnified, held harmless and exonerated
against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.


 


7. 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.


 


(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.


 


8. EXCLUSIONS.
Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification,
advance of 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, contract, agreement,
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 13(f)-(g) 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, advance of
expenses, 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.


 






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9. ADVANCES
OF EXPENSES; DEFENSE OF CLAIM.


 


(a)
Notwithstanding any provision of this Agreement to the contrary, 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 9(a) shall not apply to any claim made by Indemnitee for which an indemnification,
advance of expenses, hold harmless or exoneration payment is excluded pursuant to Section 8.


 


(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,
liability, fine, penalty or limitation on Indemnitee without Indemnitee’s prior written consent.


 


10. PROCEDURE
FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.


 


(a)
Indemnitee agrees to promptly notify 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 Indemnitee’s sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s
entitlement to indemnification shall be determined according to Section 11(a) of this Agreement.


 


11. 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, which shall be at the election of Indemnitee: (i) by a majority vote
of the Disinterested Directors, even though less than a quorum of the Board or (ii) 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 agrees to indemnify and 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
11(a) hereof, the Independent Counsel shall be selected as provided in this Section 11(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 Indemnitee 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 or law firm 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 10(b) 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 11(a) hereof. Upon the due commencement
of any judicial proceeding or arbitration pursuant to Section 13(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 such Independent Counsel’s engagement pursuant hereto.


 


12. 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 10(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 11 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.


 






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(c)
The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction,
or upon a plea of nolo contendere or its equivalent, 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, managers, or officers of the Enterprise in the course of their duties, or on the advice of legal
counsel for the Enterprise, the 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, the 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, the Board, any committee of the Board or any director,
trustee, general partner, manager or managing member of the Enterprise. The provisions of this Section 12(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.


 


13. REMEDIES
OF INDEMNITEE.


 


(a)
In the event that (i) a determination is made pursuant to Section 11 of this Agreement that Indemnitee is not entitled to
indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 9 of this Agreement,
(iii) no determination of entitlement to indemnification shall have been made pursuant to Section 11(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 or the last sentence of Section 11 (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 7 of this Agreement, (vi)
payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination
has been made that Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration
rights under this Agreement or otherwise is not made in accordance with this Agreement, Indemnitee shall be entitled to an adjudication
by the Cayman Court to such indemnification, hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee,
at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial
Arbitration Rules 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 11(a) of this Agreement that Indemnitee is not
entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 13 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.


 






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(c)
In any judicial proceeding or arbitration commenced pursuant to this Section 13, Indemnitee shall be presumed to be entitled
to be indemnified, held harmless, exonerated and to receive advancement 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 advancement of
Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section
11(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant
to this Section 13, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 9 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).


 


(d)
If a determination shall have been made pursuant to Section 11(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 13,
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.


 


(e)
The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section
13 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.


 


(f)
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 Indemnitee’s 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).


 


(g)
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.


 


14. 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.


 


15. 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) or claim, issue or matter therein arising out of, or related to, any action taken or omitted by such Indemnitee in
Indemnitee’s 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, 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.


 






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(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 Indemnitee or incurred by or on behalf
of Indemnitee or in such capacity as a director, officer, employee or agent of the Company, or arising out of Indemnitee’s
status as such, whether or not the Company would have the power to indemnify Indemnitee 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, managers, managing members, fiduciaries, employees, or agents of the Company or of any other Enterprise which
such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its
or their terms to the maximum extent of the coverage available for any such director, officer, trustee, partner, managers, managing
member, fiduciary, employee or agent under such policy or policies. If, at the time the Company receives notice from any source
of a Proceeding as to which Indemnitee is a party or a participant (as a witness, deponent or otherwise), the Company has director
and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance
with the procedures set forth in the respective policies. The Company shall thereafter 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.


 


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


 


16. DURATION
OF AGREEMENT. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee serves
as a director or officer of the Company or as a director, officer, trustee, partner, manager, managing member, fiduciary, employee
or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee
serves at the request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding
(including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 13 of this Agreement) by
reason of Indemnitee’s Corporate Status, whether or not Indemnitee 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.


 






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17. 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.


 


18. 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 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 Indemnitee’s 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 Indemnitee 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. The Company hereby waives any such requirement of such a bond or undertaking to the fullest extent permitted by law.


 


19. 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.


 






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20. 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.


 


(b)
If to the Company, to:


 


Sentinel Energy Services
Inc.


1000 Louisiana Street,
Suite 3850


Houston, TX 77002


 


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


 


21. 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 New York, without regard to its conflict of laws rules. Except with respect to
any arbitration commenced by Indemnitee pursuant to Section 13(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 other 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 20 or in such other manner as may be
permitted by law, shall be valid and sufficient service thereof.


 


22. 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.


 


23. 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.


 


24. 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.


 


25. 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.


 


[SIGNATURE PAGE FOLLOWS]


 






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


 


	
         
	SENTINEL ENERGY SERVICES INC.
	 	 	 
	 	By:	/s/ Kent Jamison
	 	 	Name: Kent Jamison
	 	 	Title: Secretary
	 	 	 
	 	INDEMNITEE
	 	 	 
	 	By:	/s/ Jon A. Marshall
	 	 	Name: Jon A. Marshall
	 	 	Address:


 


 


 


[Signature page to Indemnification Agreement]


 


13