Exhibit 10.12


 


INDEMNITY AGREEMENT


 


THIS INDEMNITY AGREEMENT (this “Agreement”)
is made as of March 23, 2021, by and between MAGNUM OPUS ACQUISITION LIMITED, a Cayman Islands exempted company (the “Company”),
and Ka Man Kevin Lee (“Indemnitee”).


 


RECITALS


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    


     


    

 


TERMS AND CONDITIONS


 


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



 


		2.	DEFINITIONS.
                                            As used in this Agreement:



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 






    


     


    

 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 






    


     


    

 


		(k)	The term “Independent Counsel”
                                            shall mean a law firm or a member of a law firm with significant experience in matters of
                                            corporate law and neither presently is, nor in the past five years has been, retained to
                                            represent: (i) the Company or Indemnitee in any matter material to either such party
                                            (other than with respect to matters concerning Indemnitee under this Agreement, or of other
                                            indemnitees under similar indemnification agreements); or (ii) any other party to the
                                            Proceeding (as defined below) giving rise to a claim for indemnification hereunder. Notwithstanding
                                            the foregoing, the term “Independent Counsel” shall not include any person who,
                                            under the applicable standards of professional conduct then prevailing, would have a conflict
                                            of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s
                                            rights under this Agreement.



 


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



 


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



 


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



 


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



 


		3.	INDEMNITY
                                            IN THIRD-PARTY PROCEEDINGS. To the fullest extent permitted by applicable law, the Company
                                            shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions
                                            of this Section 3 if Indemnitee was, is, or is threatened to be made, a party
                                            to or a participant (as a witness, deponent or otherwise) in any Proceeding, other than a
                                            Proceeding by or in the right of the Company to procure a judgment in its favor by reason
                                            of Indemnitee’s Corporate Status. Pursuant to this Section 3, Indemnitee
                                            shall be indemnified, held harmless and exonerated against all Expenses, judgments, liabilities,
                                            fines, penalties and amounts paid in settlement (including all interest, assessments and
                                            other charges paid or payable in connection with or in respect of such Expenses, judgments,
                                            fines, penalties and amounts paid in settlement) actually, and reasonably incurred by Indemnitee
                                            or on his or her behalf in connection with such Proceeding or any claim, issue or matter
                                            therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed
                                            to be in or not opposed to the best interests of the Company and, in the case of a criminal
                                            Proceeding, had no reasonable cause to believe that his or her conduct was unlawful.



 






    


     


    

 


		4.	INDEMNITY
                                            IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by
                                            applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance
                                            with the provisions of this Section 4 if Indemnitee was, is, or is threatened
                                            to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding
                                            by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s
                                            Corporate Status. Pursuant to this Section 4, Indemnitee shall be indemnified,
                                            held harmless and exonerated against all Expenses actually and reasonably incurred by him
                                            or her or on his or her behalf in connection with such Proceeding or any claim, issue or
                                            matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed
                                            to be in or not opposed to the best interests of the Company. No indemnification, hold harmless
                                            or exoneration for Expenses shall be made under this Section 4 in respect of
                                            any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court
                                            to be liable to the Company, unless and only to the extent that any court in which the Proceeding
                                            was brought or the Cayman Court shall determine upon application that, despite the adjudication
                                            of liability but in view of all the circumstances of the case, Indemnitee is fairly
                                            and reasonably entitled to indemnification, to be held harmless or to exoneration.



 


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



 


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



 


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



 


		8.	CONTRIBUTION IN THE EVENT OF JOINT
                                            LIABILITY.



 


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



 






    


     


    

 


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



 


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



 


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



 


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



 


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



 


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



 


		10.	ADVANCES OF EXPENSES; DEFENSE OF
                                            CLAIM.



 


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



 


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



 






    


     


    

 


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



 


		11.	PROCEDURE FOR NOTIFICATION AND APPLICATION
                                            FOR INDEMNIFICATION.



 


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



 


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



 


		12.	PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.



 


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



 


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



 






    


     


    

 


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



 


		13.	PRESUMPTIONS AND EFFECT OF CERTAIN
                                            PROCEEDINGS.



 


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



 


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



 


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



 






    


     


    

 


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



 


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



 


		14.	REMEDIES OF INDEMNITEE.



 


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



 


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



 


		(c)	If a determination shall have been made
                                            pursuant to Section 12(a) of this Agreement that Indemnitee is entitled
                                            to indemnification, the Company shall be bound by such determination in any judicial proceeding
                                            or arbitration commenced pursuant to this Section 14, absent (i) a misstatement
                                            by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
                                            statement not materially misleading, in connection with the request for indemnification,
                                            or (ii) a prohibition of such indemnification under applicable law.



 






    


     


    

 


		(d)	The Company shall be precluded from asserting
                                            in any judicial proceeding or arbitration commenced pursuant to this Section 14
                                            that the procedures and presumptions of this Agreement are not valid, binding and enforceable
                                            and shall stipulate in any such court or before any such arbitrator that the Company is bound
                                            by all the provisions of this Agreement.



 


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



 


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



 


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



 


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



 


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



 


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



 






    


     


    

 


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



 


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



 


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



 


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



 






    


     


    

 


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



 


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



 


		19.	ENFORCEMENT AND BINDING EFFECT.



 


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



 


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



 


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



 


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



 


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



 






    


     


    

 


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



 


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



 


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



 


		(b)	If to the Company, to:



 


Magnum Opus Holdings LLC


15th Floor


Nexxus Building


77 Des Voeux Road


Central, Hong Kong


Tel: +852 3757 9857


 


With a copy, which shall not constitute notice, to


 


White & Case


9th Floor Central Tower


28 Queen’s Road Central


Hong Kong


Attn: Jessica Zhou, Esq.


Fax No.: +852 2845 9070


 


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


 


		22.	APPLICABLE
                                            LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties
                                            shall be governed by, and construed and enforced in accordance with, the laws of the State
                                            of New York, without regard to its conflict of laws rules. Except with respect to any arbitration
                                            commenced by Indemnitee pursuant to Section 14(a) of this Agreement, to
                                            the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally:
                                            (a) agree that any action or proceeding arising out of or in connection with this Agreement
                                            shall be brought only in the Cayman Court and not in any state or federal court in the United
                                            States of America or any court in any other country; (b) consent to submit to the exclusive
                                            jurisdiction of the Cayman Court for purposes of any action or proceeding arising out of
                                            or in connection with this Agreement; (c) waive any objection to the laying of venue
                                            of any such action or proceeding in the Cayman Court; and (d) waive, and agree not to
                                            plead or to make, any claim that any such action or proceeding brought in the Cayman Court
                                            has been brought in an improper or inconvenient forum, or is subject (in whole or in part)
                                            to a jury trial.



 


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



 


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



 






    


     


    

 


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



 


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



 


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



 


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



 






    


     


    

 





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


 


	 	MAGNUM OPUS ACQUISITION LIMITED



 


	 	By:	/s/ Hou Pu Jonathan Lin
	 	 	Name: Hou Pu Jonathan Lin
	 	 	Title: Chief Executive Officer



 


	 	INDEMNITEE



 


	 	 	 
	 	By:	/s/ Ka Man Kevin Lee
	 	 	Name: Ka Man Kevin Lee
	 	 	Address: Flat A, 8/F, Block 7, 
	 	 		Cavendish Heights, 33 Perkins Road,
	 	 	 	Jardines Lookout,
	 	 	 	Hong Kong



 


[Signature Page to Indemnity Agreement]