Exhibit
10.7


  


FORM OF
INDEMNITY AGREEMENT


 


THIS
INDEMNITY AGREEMENT (this “Agreement”) is made on [_], 2019.


 


Between:


 


		(1)	ACT
II GLOBAL ACQUISITION CORP., an exempted company incorporated under the laws of the Cayman Islands with registered office
at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”);
and



 


		(2)	_____________________
(“Indemnitee”).



 


Whereas:


 


		(A)	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;



 


		(B)	The
board of directors of the Company (the “Board”) has determined that, in order to attract and retain qualified
individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons
serving the Company and its subsidiaries from certain liabilities.  Although the furnishing of such insurance has been a
customary and widespread practice among publicly traded corporations and other business enterprises, the Company believes that,
given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with
more exclusions.  At the same time, directors, officers and other persons in service to corporations or business enterprises
are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally
would have been brought only against the Company or business enterprise itself.  The amended and restated articles of association
of the Company (the “Articles”) provide for the indemnification of the officers and directors of the Company. 
The Articles expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate
that contracts may be entered into between the Company and members of the board of directors, officers and other persons with
respect to indemnification, hold harmless, exoneration, advancement and reimbursement rights;



 


		(C)	The
uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such
persons;



 


		(D)	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;


 


		(E)	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;



 


		(F)	This
Agreement is a supplement to and in furtherance of the Articles and any resolutions adopted pursuant thereto, and shall not be
deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;



 


		(G)	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 be so indemnified; and



 


NOW,
THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement
dated as of [ ], 2019 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters
in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:


 


TERMS
AND CONDITIONS


 


		1	SERVICES
TO THE COMPANY



 


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 resignation or until Indemnitee
is removed. The foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased
to serve as a director, officer, advisor, key employee or in any other capacity of the Company, as provided in Section 17. This
Agreement, however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the
Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.


 


		2	DEFINITIONS



 


As
used in this Agreement:


 


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



  



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		2.2	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.



  


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



 


		(a)	Acquisition
of Shares by Third Party.  Other than an affiliate of Act II Global LLC, 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 (c) of this definition;



 


		(b)	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;



 


		(c)	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) 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 Act II Global LLC, no Person (excluding any corporation resulting from such Business Combination) is the
Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled
to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior
to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such
Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the
Board of Directors, providing for such Business Combination;



  



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		(d)	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



		 	 



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



 


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



 


		2.5	“Cayman
Court” shall mean the Courts of the Cayman Islands.



 


		2.6	“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.



 


		2.7	“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, manager, managing member, fiduciary, employee or agent.



 


		2.8	“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.



 



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		2.9	“Expenses”
shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation,
all 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.


 


		2.10	“Indemnity
                                         Obligations” shall mean all obligations of the Company to Indemnitee under
                                         this Agreement, including, without limitation, the Company’s obligations to provide
                                         indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.



 


		2.11	“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.



 


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







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		2.13	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 share 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 share of the Company.



 


		2.14	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 of any action (or failure to act) on his part while acting as a director or officer
of the Company, or by reason of the fact that he is or was serving at the request of the Company as a director, officer, trustee,
general partner, manager, 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.



 


		2.15	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 behalf in connection
with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he 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 conduct was unlawful.


 



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		4	INDEMNITY
IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY



 


To
the fullest extent permitted by applicable law, 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 on his behalf in connection with such Proceeding
or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he 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 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 on his 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 5 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 Corporate
Status, a witness or deponent in any Proceeding to which Indemnitee is not a party or threatened to be made a party, he 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 on his behalf in connection therewith.


  



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		7	ADDITIONAL
INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS



 


		7.1	Notwithstanding
any limitation in Sections 3, 4, or 5, 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 7.1 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.



 


		7.2	Notwithstanding
any limitation in Sections 3, 4, 5 or 7.1, 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.



 


		8	CONTRIBUTION
IN THE EVENT OF JOINT LIABILITY



 


		8.1	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.



 


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



 



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		8.3	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, the Company shall not be obligated under this Agreement to make any indemnification, advance
expenses, hold harmless or exoneration payment in connection with any claim made against Indemnitee:


 


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



 


		(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 similar provisions of state statutory law or common law; or



 


		(c)	except
as otherwise provided in Sections 14.5 and 14.6  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.



 



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		10	ADVANCES
OF EXPENSES; DEFENSE OF CLAIM



 


		10.1	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 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 advance to the extent that it is ultimately determined that Indemnitee is not entitled
to be indemnified by the Company under the provisions of this Agreement, the Articles, applicable law or otherwise.  This
Section 10.1 shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment
is excluded pursuant to Section 9.



 


		10.2	The
Company will be entitled to participate in the Proceeding at its own expense.



 


		10.3	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



 


		11.1	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.



 


		11.2	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 12.1 of this Agreement.



  



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		12	PROCEDURE
UPON APPLICATION FOR INDEMNIFICATION



 


		12.1	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 will promptly advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled
to indemnification, including a description of any reason or basis for which indemnification has been denied.  If it is so
determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after
such determination.  Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with
respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable
advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably
available to Indemnitee and reasonably necessary to such determination.  Any costs or Expenses (including reasonable attorneys’
fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination
shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and
the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom.



 


		12.2	In
the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12.1
hereof, the Independent Counsel shall be selected as provided in this Section 12.2.  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 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 11.2
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 12.1
hereof.  Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14.1 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).



 



    11


     


    

 


		12.3	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



 


		13.1	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 11.2 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 its directors or Independent Counsel) to have made a determination prior to the commencement
of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable
standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that Indemnitee
has not met such applicable standard of conduct, shall be a defense to the



action
or create a presumption that Indemnitee has not met the applicable standard of conduct.


 


		13.2	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 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.



 


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



 



    12


     


    

 


		13.4	For
purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s
action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied
to Indemnitee by the directors, managers, managing members, or officers of the Enterprise in the course of their duties, or on
the advice of legal counsel for the Enterprise, its Board, any committee of the Board or any director, trustee, general partner,
manager, or managing member or on information or records given or reports made to the Enterprise, its Board, any committee of
the Board or any director, trustee, general partner, manager or managing member by an independent certified public accountant
or by an appraiser or other expert selected by the Enterprise, its Board, any committee of the Board or any director, trustee,
general partner, manager or managing member.  The provisions of this Section 13.4 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.



 


		13.5	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



 


		14.1	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 12.1 of this Agreement within thirty (30) days after receipt by the Company of the
request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 5, 6, 7 or the last sentence
of Section 12.1 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 option, may seek an award in arbitration to be conducted by a
single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association.  Except as set
forth herein, the provisions of Cayman Islands law (without regard to its conflict of laws rules) shall apply to any such arbitration. 
The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.



 



    13


     


    

 


		14.2	In
the event that a determination shall have been made pursuant to Section 12.1 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 12.1
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).



 


		14.3	If
a determination shall have been made pursuant to Section 12.1 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.



 


		14.4	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.



 


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



 



    14


     


    

 


		14.6	Interest
shall be paid by the Company to Indemnitee at a rate to be agreed between the Company and the Indemnitee 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 except for Section 27, to the extent requested by Indemnitee and approved by the Board, the
Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through
an irrevocable bank line of credit, funded trust or other collateral.  Any such security, once provided to Indemnitee, may
not be revoked or released without the prior written consent of Indemnitee.


 


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



 


		16.1	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 Articles, any agreement, a vote of shareholders or a resolution of directors, or
otherwise.  No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right
of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced
or completed) arising out of, or related to, any action taken or omitted by such Indemnitee in his 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 Articles 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.



 



    15


     


    

 


		16.2	The
Articles permit the Company to purchase and maintain insurance or furnish similar protection or make other arrangements including,
but not limited to, providing a trust fund, letter of credit, or surety bond (“Indemnification Arrangements”)
on behalf of Indemnitee against any liability asserted against him or incurred by or on behalf of him or in such capacity as a
director, officer, employee or agent of the Company, or arising out of his status as such, whether or not the Company would have
the power to indemnify him against such liability under the provisions of this Agreement, 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.



 


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



 


		16.4	In
the event of any payment under this Agreement, the Company 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.



 


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



 



    16


     


    

 


		16.6	The
Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance
provided by one or more Persons with whom or which Indemnitee may be associated. The Company hereby acknowledges and agrees that
(i) the Company shall be the indemnitor of first resort with respect to any Proceeding, Expense, liability or matter that is the
subject of the Indemnity Obligations, (ii) the Company shall be primarily liable for all Indemnity Obligations and any indemnification
afforded to Indemnitee in respect of any Proceeding, Expense, liability or matter that is the subject of Indemnity Obligations,
whether created by law, organizational or constituent documents, contract (including, without limitation, this Agreement) or otherwise,
(iii) any obligation of any other Persons with whom or which Indemnitee may be associated to indemnify Indemnitee and/or advance
Expenses to Indemnitee in respect of any proceeding shall be secondary to the obligations of the Company hereunder, (iv) the Company
shall be required to indemnify Indemnitee and advance Expenses to Indemnitee hereunder to the fullest extent provided herein without
regard to any rights Indemnitee may have against any other Person with whom or which Indemnitee may be associated or insurer of
any such Person and (v) the Company irrevocably waives, relinquishes and releases any other Person with whom or which Indemnitee
may be associated from any claim of contribution, subrogation or any other recovery of any kind in respect of amounts paid by
the Company hereunder. In the event that any other Person with whom or which Indemnitee may be associated or their insurers advances
or extinguishes any liability or loss which is the subject of any Indemnity Obligation owed by the Company or payable under any
insurance policy provided under this Agreement, the payor shall have a right of subrogation against the Company or its insurer
or insurers for all amounts so paid which would otherwise be payable by the Company or its insurer or insurers under this Agreement.
In no event will payment of an Indemnity Obligation of the Company under this Agreement by any other Person with whom or which
Indemnitee may be associated or their insurers, affect the obligations of the Company hereunder or shift primary liability for
any Indemnity Obligation to any other Person with whom or which Indemnitee may be associated. Any indemnification and/or insurance
or advancement of Expenses provided by any other Person with whom or which Indemnitee may be associated, with respect to any liability
arising as a result of Indemnitee’s Corporate Status or capacity as an officer or director of any Person, is specifically
in excess of any Indemnity Obligation of the Company or valid and any collectible insurance (including, without limitation, any
malpractice insurance or professional errors and omissions insurance) provided by the Company under this Agreement, and any obligation
to provide indemnification and/or insurance or advance Expenses provided by any other Person with whom or which Indemnitee may
be associated shall be reduced by any amount that Indemnitee collects from the Company as an indemnification payment or advancement
of Expenses pursuant to this Agreement.



 


		17	DURATION
OF AGREEMENT



 


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


 



    17


     


    

 


		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



 


		19.1	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.



 


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



 


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



 



    18


     


    

 


		19.4	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.



 


		19.5	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 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 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.



 


		20	MODIFICATION
AND WAIVER



 


No
supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Company and Indemnitee. 
No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this
Agreement nor shall any waiver constitute a continuing waiver.


 


		21	NOTICES



 


All
notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been
duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have
been directed, or (ii) 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.



 



    19


     


    

 


		(b)	If
to the Company, to:



 


Act
II Global Acquisition Corp.

1345 Avenue of the Americas


Floor
11


New
York, NY 10105


Attn:
John Carroll


 


With
a copy, which shall not constitute notice, to:


 


Ellenoff
Grossman & Schole LLP


1345
Avenue of the Americas


New
York, New York 10105


Attn:
Stuart Neuhauser, Esq. 


 


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 Cayman Islands, without regard to its conflict of laws rules.  Except with respect to any arbitration
commenced by Indemnitee pursuant to Section 14.1 of this Agreement, the Company and Indemnitee hereby irrevocably and
unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be
brought only in the Cayman Court and not in any other state or federal court in the United States of America or any court in
any other country; (b) consent to submit to the exclusive jurisdiction of the Cayman Court for purposes of any action or
proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any
such action or proceeding in the Cayman Court; and (d) waive, and agree not to plead or to make, any claim that any such
action or proceeding brought in the Cayman Court has been brought in an improper or inconvenient forum, or is subject (in
whole or in part) to a jury trial.


 


		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.


 



    20


     


    

 


		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, 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 fulfil its obligations under this Agreement.


 


		27	WAIVER
OF CLAIMS TO TRUST ACCOUNT



 


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, 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.


 


		28.	MAINTENANCE
OF INSURANCE



 


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


 


[SIGNATURE
PAGE FOLLOWS]


 



    21


     


    

 


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


 


	 	ACT
    II GLOBAL ACQUISITION CORP. 
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Address:	 


 


[Signature
Page to Indemnity Agreement]


 


22