Exhibit 10.10


 


INDEMNITY
AGREEMENT


 


THIS
INDEMNITY AGREEMENT (this “Agreement”) is made as of [_____],
2015, by and between PACIFIC SPECIAL ACQUISITION CORP., a British Virgin Islands business company organized with limited liability
(the “Company”), and  _____________ (“Indemnitee”).


 


RECITALS


 


WHEREAS,
highly competent persons have become more reluctant to serve publicly-held corporations as officers and/or directors 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; and


 


WHEREAS,
the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain
qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect
persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been
a customary and widespread practice among publicly traded 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 Memorandum and Articles of Association (as
amended, the “Articles of Association”) of the Company provide that the Company may indemnify the directors,
officers, key employees and advisers of the Company, in accordance with the BVI Business Companies Act 2004 (“Companies
Law”). Accordingly, the Articles of Association and the Companies Law permit contracts to 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; and


 


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


 


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; and


 


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; and


 


WHEREAS,
this Agreement is a supplement to and in furtherance of the Articles of Association 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 and/or director 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.


 


NOW,
THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter
agreement dated as of [________], 2015 between the Company and the 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 for so long as Indemnitee is duly elected, appointed or retained or until Indemnitee tenders his resignation.


 


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, advisor, 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.


 


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:


 


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


 


2.3.2. 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;


 


2.3.3. Corporate
Transactions. The effective date of an acquisition, share exchange, share reconstruction and amalgamation or contractual
control arrangement with the Company (a “Business Combination”), in each case, unless, following
such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities
entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly
or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally
in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a
result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through
one or more Subsidiaries) 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) 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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2.3.4. 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


 


2.3.5. 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.         “BVI
Court” means the High Court of the British Virgin Islands.


 


2.5.         “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.


 


2.6.         “Disinterested
Director” means 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”
means 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.


 


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


  


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
each case reasonably incurred in connection with, or as a result of, prosecuting, defending, preparing to prosecute or defend,
investigating, being or preparing to be a deponent or a witness in, settlement or appeal of, or otherwise participating in, a
Proceeding (as defined below), including reasonable compensation for time spent by the Indemnitee for which he or she is not otherwise
compensated by the Company or any third party. 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.       “Independent
Counsel” shall mean a law firm or a member of a law firm with significant experience in matters of corporation 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 the Indemnitee under this Agreement, or of other
indemnitees under similar indemnification agreements); or (ii) any other party to the Proceeding (as defined below) giving rise
to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not
include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest
in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.


 






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2.11.        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.


 


2.12.        “New
York Court” shall mean the courts of the State of New York or the United States District Court for the Southern
District of the State of New York.


 


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 stock 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 stock of the Company.


 


2.14.        The
term “Proceeding” shall include any threatened, pending or completed action, suit, claim, counterclaim,
cross claim, 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, legislative or investigative nature (whether
formal or informal), including any appeal therefrom, in which Indemnitee was, is, will or might be involved as a party, potential
party, non-party witness 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, managing member, fiduciary, employee, advisor, 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 “Registration Statement” shall mean the Company’s initial registration statement, as amended,
on Form S-1, No. 333-206435 for its initial public offering of securities.


 


2.16.        The
term “Subsidiary,” with respect to any Person, shall mean any corporation 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.


 


2.17.        The
term “Trust Account” shall mean the gross proceeds of the initial public offering of securities pursuant
to the Registration Statement and sale of units by the Company deposited into a trust account for the benefit of the Company and
the holders of the Company’s ordinary shares, no par value.


 


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 or otherwise) in any Proceeding, other than a Proceeding by or in the right of the Company
to procure a judgment in its favor. 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) (collectively, “Losses”) 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 or otherwise) in any Proceeding by or in the right of the Company to procure
a judgment in its favor. Pursuant to this Section 4, Indemnitee shall be indemnified, held harmless and exonerated against all
Losses 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 Losses 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 BVI 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 A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions of this Agreement except for Section
27, to the extent that Indemnitee is 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 Losses actually and reasonably incurred by him or
on his behalf 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 Losses actually and reasonably
incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. If the 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 Losses reasonably incurred in connection with a claim, issue or matter related to
any claim, issue, or matter on which the Indemnitee was not 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 Corporate Status, a witness or otherwise asked to participate in any Proceeding to which Indemnitee
is not 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.


 


7.            ADDITIONAL
INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. Notwithstanding any limitation in Sections 3, 4, or 5, except for the
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 Losses actually and reasonably incurred by or on behalf of 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 Losses, 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.
Without the prior written consent of the Indemnitee, 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,
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 provision,
except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity
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.


 


10.         ADVANCES
OF EXPENSES; DEFENSE OF CLAIM.


 


10.1.
Notwithstanding any provision of this Agreement to the contrary, and to the fullest extent not prohibited by applicable law, the
Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within
three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements
requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall 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 the 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
of Association, 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 the Indemnitee without the 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 the Indemnitee under this Agreement, or otherwise and any delay
in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement.


 






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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, the Indemnitee’s
entitlement to indemnification shall be determined according to Section 12.1 of this Agreement.


 


12.          PROCEDURE
UPON APPLICATION FOR INDEMNIFICATION.


 


12.1.
A determination, if required by applicable law and/or the Articles of Association, with respect to Indemnitee’s entitlement
to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee:
(i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board or (ii) by Independent Counsel
in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. The Company promptly will advise Indemnitee
in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description
of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification,
payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with
the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including
providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged
or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination.
Any Losses 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.


 


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 11.1 hereof, no Independent Counsel shall have been selected
and not objected to, either the Company or Indemnitee may petition the BVI 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 BVI 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).


 


12.3.
The Company agrees to pay the reasonable fees and Losses 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.


 






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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.


 


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 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, or on information or records given or reports made
to the Enterprise, its Board, any committee of the Board or any director, 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. 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 the 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, 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 Section 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 New York 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 the Companies 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.


 






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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 of Association
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).


 


14.6.
Interest shall be paid by the Company to Indemnitee at the rate of five per cent per annum 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
Losses 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 the Indemnitee and approved by the Board, the Company
may at any time and from time to time provide security to the 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 the Indemnitee, may
not be revoked or released without the prior written consent of the Indemnitee.


 






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16.          NON-EXCLUSIVITY;
SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION; CONDITION PRECEDENT AND WAIVER.


 


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 of Association, any agreement, a vote of shareholders or a resolution
of directors, or otherwise. No amendment, alteration or repeal of this Agreement or the Articles of Association or of any provision
hereof or thereof shall limit or restrict any right of Indemnitee under this Agreement or the Articles of Association 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 of Association or this Agreement,
it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such
change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and
remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other right or remedy.


 


16.2.
The Companies Law and the Articles of Association 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 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 the Indemnitee under this Agreement except
as expressly provided herein, and the execution and delivery of this Agreement by the Company and the 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, 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 the 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, managing member, fiduciary, employee or agent
of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless or exoneration
payments or advancement of Expenses from such Enterprise. Notwithstanding any other provision of this Agreement to the contrary,
(i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration,
advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s
satisfaction and performance of all its obligations under this Agreement, and (ii) the Company shall perform fully its obligations
under this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold
harmless, exoneration, contribution or insurance coverage rights against any person or entity other than the Company.


 






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16.6.
Notwithstanding any provision in this Agreement, the Company shall become obligated to indemnify, hold harmless and exonerate
Indemnitee in accordance with the terms of this Agreement only to the extent there are funds available outside the Trust Account
to the Company for such purposes as described in the Registration Statement. If no funds are available outside the Trust Account
for such purposes, then the Company shall not be obligated to indemnify, hold harmless and exonerate Indemnitee unless and until
a Business Combination is consummated. Indemnitee agrees that he has no right of set-off or any other right, title, interest or
claim of any kind in, or to any distribution of, the Trust Account and hereby agrees not to seek recourse, reimbursement, payment
or satisfaction for any Losses against the Trust Account for any reason whatsoever and hereby waives any and all rights to seek
access to the Trust Account.


 


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 Corporate Status, whether or not he is acting in any such capacity at the time any liability or expense is incurred
for which indemnification 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.


 


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 of Association of the Company 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 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
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.


 






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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 the 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
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, (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, or (iii) sent by facsimile transmission, without receipt of confirmation that such transmission has been
received:


 


(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:


 


Pacific
Special Acquisition Corp.


40
Wall Street, 28th Floor


New
York, New York 10005


Attn:
Zhouhong Peng, Chief Executive Officer


and
Chief Financial Officer


 


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


 


22.          APPLICABLE
LAW AND CONSENT TO JURISDICTION. This Agreement and the rights and obligations of the parties hereunder shall be construed
in accordance with and governed by the laws of the British Virgin Islands, without giving effect to the conflict of law principles
thereof. 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 New York Court; (b) consent to submit to the jurisdiction of the New York 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 New York Court; and (d) waive, and agree not to plead or to make, any claim that
any such action or proceeding brought in the New York Court has been brought in an improper or inconvenient forum, or is subject
(in whole or in part) to a jury trial.


 






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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, 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, 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.


 




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[SIGNATURE
PAGE FOLLOWS]


 


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


 


	 	Pacific
    Special Acquisition Corp.
	 	 
	 	By:	 
	 	 	Zhouhong
    Peng
	 	 	Chief
    Executive Officer and Chief Financial Officer
	 	 	 
	 	INDEMNITEE
	 	 	 
	 	 	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Address: 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 




 


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