Exhibit 10.7


 


FORM OF


 




INDEMNIFICATION AGREEMENT


 


This Indemnification Agreement
is dated as of              , 2021 (this “Agreement”) and is between Snap One Holdings Corp., a Delaware corporation
(the “Company”), and [name of director/officer] (“Indemnitee”).


 


Background


 


The Company believes that
in order to attract and retain highly competent persons to serve as directors or in other capacities, including as officers, it must provide
such persons with adequate protection through indemnification against the risks of claims and actions against them arising out of their
services to and activities on behalf of the Company.


 


The Company desires and has
requested Indemnitee to serve, or to continue to serve, as a director or executive officer of the Company and, in order to induce Indemnitee
to serve, or to continue to serve, as a director or executive officer of the Company, the Company is willing to grant Indemnitee the indemnification
provided for herein. Indemnitee is willing to so serve, or to continue to serve, on the basis that such indemnification be provided.


 


The parties by this Agreement
desire to set forth their agreement regarding indemnification and the advancement of expenses.


 


In consideration of Indemnitee’s
service to the Company and the covenants and agreements set forth below, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


Section 1.       Indemnification.
To the fullest extent permitted by the General Corporation Law of the State of Delaware (the “DGCL”):


 


(a)    The
Company shall indemnify Indemnitee if Indemnitee was or is a party to, is threatened to be made a party to, or is otherwise involved in,
as a witness or otherwise, any threatened, pending or completed action, suit or proceeding (brought in the right of the Company or otherwise),
whether civil, criminal, administrative or investigative and whether formal or informal, including any and all appeals, by reason of the
fact that Indemnitee is or was or has agreed to serve as a director or executive officer of the Company, or while serving as a director
or executive officer of the Company, is or was serving or has agreed to serve at the request of the Company as a director, officer, employee
or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of another corporation,
limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged
to have been taken or omitted by Indemnitee in any such capacity.


 


(b)    The
indemnification provided by this Section 1 shall be from and against all loss and liability suffered and expenses (including
attorneys’ fees, costs and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by or on
behalf of Indemnitee in connection with such action, suit or proceeding, including any appeals (collectively, “Losses”).


 






     


     


    

 


Section 2.       Advancement
of Expenses. To the fullest extent permitted by the DGCL, following the Company’s receipt of notice pursuant to Section 3(a),
expenses (including attorneys’ fees) incurred by Indemnitee in appearing at, participating in or defending, or otherwise arising
out of or related to, any action, suit or proceeding described in Section 1(a) shall be paid by the Company in advance
of the final disposition of such action, suit or proceeding (an “advancement of expenses”) within [●]
days after receipt by the Company of a statement or statements from Indemnitee requesting such advancement of expenses from time to time,
subject to the Company’s receipt of a written undertaking on the part of Indemnitee to repay any amounts so advanced to the extent
that it is ultimately determined by final judicial decision from which there is no further right to appeal (a “final adjudication”)
that such Indemnitee is not entitled to be indemnified or entitled to advancement of expenses under this Agreement. Indemnitee’s
execution of this Agreement shall constitute such undertaking, and no other form of undertaking shall be required of Indemnitee other
than the execution of this Agreement. The Company’s obligation to provide an advancement of expenses to Indemnitee shall be subject
in all respects to Section 3(b). Notwithstanding the foregoing, the Company shall have no obligation
to make any payment provided in this Section 2 in the event the Board of Directors (as defined below) determines, in good faith,
that Indemnitee has engaged in fraud or criminal conduct relating to the subject matter of the proceeding in which Indemnitee is seeking
advancement of expenses.


 


Section 3.       Procedure
for Indemnification; Notification and Defense of Claim.


 


(a)    Promptly
after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if any indemnification,
advancement or other claim in respect thereof is to be sought from or made against the Company hereunder, notify the Company in writing
of the commencement thereof. The failure to promptly notify the Company of the commencement of any action, suit or proceeding, or of Indemnitee’s
request for indemnification, advancement or other claims shall not relieve the Company from any liability that it may have to Indemnitee
hereunder and shall not constitute a waiver or release by Indemnitee of any rights hereunder or otherwise, except to the extent the Company
is actually and materially prejudiced in its defense of such action, suit or proceeding as a result of such failure. To submit a request
for indemnification under Section 1, Indemnitee shall submit to the Company a written request therefor; provided
that any request for such indemnification may not be made until after the final disposition of such action, suit or proceeding. Any notice
by Indemnitee under this Section 3 requesting indemnification should include such documentation and information as is reasonably
available to Indemnitee and is reasonably necessary to enable the Company to determine whether and to what extent Indemnitee is entitled
to indemnification.


 


(b)    With
respect to any action, suit or proceeding of which the Company is so notified as provided in this Agreement, the Company shall, subject
to the last two sentences of this Section 3(b), be entitled to assume the defense of such action, suit or proceeding, with
counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery
of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable
to Indemnitee under this Agreement for any subsequently incurred fees of separate counsel engaged by Indemnitee with respect to the same
action, suit or proceeding unless the employment of separate counsel by Indemnitee has been previously authorized in writing by the Company,
which authorization will not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, if Indemnitee, based on
the advice of his or her counsel, shall have reasonably concluded (with written notice being given to the Company setting forth the basis
for such conclusion) that, in the conduct of any such defense, there is an actual or potential conflict of interest or position (other
than such potential conflicts that are objectively immaterial or remote) between the Company and Indemnitee with respect to a significant
issue, then the Company will not be entitled, without the written consent of Indemnitee, to assume such defense. In addition, the Company
will not be entitled, without the written consent of Indemnitee, to assume the defense of any claim brought by or in the right of the
Company.


 






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(c)            The
determination of whether the Indemnitee is entitled to indemnification shall be made promptly and in any event within [60] days following
the Company’s receipt of a request for indemnification in accordance with Section 3(a). If the determination of whether
to grant Indemnitee’s indemnification request shall not have been made within such [60]-day period, the requisite determination
of entitlement to indemnification shall, subject to Section 6, nonetheless, to the fullest extent permitted by law, be deemed
to have been made and Indemnitee shall be entitled to such indemnification, absent (i) an intentional misstatement by Indemnitee
of a material fact, or an intentional omission of a material fact necessary to make Indemnitee’s statement not misleading, in connection
with the request for indemnification, or (ii) a prohibition of such indemnification under the DGCL; provided, however,
that such [60]-day period may be extended for a reasonable time, not to exceed an additional [30] days, if the person 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 or information relating thereto.


 


(d)            In
the event that (i) the Company determines in accordance with this Section 3 that Indemnitee is not entitled to indemnification
under this Agreement, (ii) the Company denies a request for indemnification, in whole or in part, or fails to respond or make a determination
of entitlement to indemnification within [60] days following receipt of a request for indemnification as described above, (iii) payment
of indemnification is not made within such [60]-day period (as it may be extended), (iv) any advancement of expenses is not timely
made in accordance with Section 2 or (v) the Company or any other person takes or threatens to take any action to declare
this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee
the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication in any
court of competent jurisdiction of his or her entitlement to such indemnification or advancement of expenses, as applicable. Indemnitee’s
expenses (including attorneys’ fees, costs and expenses) incurred in connection with successfully establishing Indemnitee’s
right to indemnification or advancement of expenses, in whole or in part, in any such proceeding or otherwise shall also be indemnified
by the Company to the fullest extent permitted by the DGCL.


 


(e)            Indemnitee
shall, to the fullest extent permitted by law, and subject to the limitations set forth in Section 2 above, be presumed to
be entitled to indemnification and advancement of expenses under this Agreement upon submission of a request therefor in accordance with
Section 2 or Section 3, as the case may be. The Company shall have the burden of proof in overcoming such presumption,
and such presumption shall be used as a basis for a determination of entitlement to indemnification and advancement of expenses unless,
to the fullest permitted by law, the Company overcomes such presumption by clear and convincing evidence. For purposes of this Agreement,
to the fullest extent permitted by the DGCL, 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 Company, including financial statements, or on information supplied to Indemnitee by
the officers, employees or committees of the Board of Directors of the Company (the “Board of Directors”),
or on the advice of legal counsel or other advisors (including financial advisors and accountants) for the Company or on information or
records given in reports made to the Company by an independent certified public accountant or by an appraiser or other expert or advisor
selected by the Company, and the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Company
or relevant enterprises will not be imputed to Indemnitee in a manner that limits or otherwise adversely affects Indemnitee’s rights
hereunder.


 






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Section 4.               Insurance
and Subrogation.


 


(a)            The
Company hereby covenants and agrees that, so long as Indemnitee shall be subject to any possible action, suit or proceeding by reason
of the fact that Indemnitee is or was or has agreed to serve as a director or officer of the Company, or while serving as a director or
officer of the Company, is or was serving or has agreed to serve at the request of the Company as a director, officer, employee or agent
(which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of another corporation, limited
liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, the Company, subject to Section 4(b),
shall promptly obtain and maintain in full force and effect directors’ and officers’ liability insurance (“D&O
Insurance”) in an amount determined by the Board of Directors to be reasonable from established and reputable insurers,
as more fully described below.


 


(b)            Notwithstanding
any other provisions of this Agreement to the contrary, the Company shall have no obligation to obtain or maintain D&O Insurance if
the Company determines in good faith that: (i) such insurance is not reasonably available; (ii) the premium costs for such insurance
are disproportionate to the amount of coverage provided; (iii) the coverage provided by such insurance is limited by exclusions so
as to provide an insufficient benefit; (iv) the Company is to be acquired and a tail policy of reasonable terms and duration is purchased
for pre-closing acts or omissions by Indemnitee; (v) the Company is to be acquired and D&O Insurance, with substantially the
same terms and conditions as the D&O Insurance in place prior to such acquisition, will be maintained by the acquirer that covers
pre-closing acts and omissions by Indemnitee; or (vi) the Company has established an alternative funding mechanism that the Board
of Directors has determines provides coverage to the Indemnitee that is substantially equivalent to the coverage that would be provided
pursuant to the D&O Insurance.


 


(c)            In
all policies of D&O Insurance, Indemnitee shall qualify as an insured in such a manner as to provide Indemnitee the same rights
and benefits as are accorded to the most favorably insured (i) of the Company’s independent directors (as defined by the insurer)
if Indemnitee is such an independent director; (ii) of the Company’s nonindependent directors if Indemnitee is not an independent
director; or (iii) of the Company’s officers if Indemnitee is an officer of the Company. If the Company has D&O Insurance
in effect at the time the Company receives from Indemnitee any notice of the commencement of an action, suit or proceeding, the Company
shall give prompt notice of the commencement of such action, suit or proceeding to the insurers in accordance with the procedures set
forth in the policy. 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 policy.


 






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(d)            Subject
to Section 15, in the event of any payment by the Company under this Agreement, the Company shall be subrogated to the extent
of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy or any other indemnity agreement covering
Indemnitee. Indemnitee shall execute all papers required and take all reasonable 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 in accordance with the terms of such insurance
policy. The Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation.


 


(e)            Subject
to Section 15, the Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable
hereunder (including, without limitation, judgments, fines and amounts paid in settlement) if and to the extent that Indemnitee has otherwise
actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.


 


Section 5.               Certain
Definitions. For purposes of this Agreement, the following definitions shall apply:


 


(a)            The
term “action, suit or proceeding” shall be broadly construed and shall include, without limitation, the investigation,
preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed
claim, counterclaim, cross claim, action, suit, arbitration, alternative dispute mechanism or proceeding, whether civil, criminal, administrative
or investigative.


 


(b)            The
term “by reason of the fact that Indemnitee is or was or has agreed to serve as a director or officer of the Company, or while
serving as a director or officer of the Company, is or was serving or has agreed to serve at the request of the Company as a director,
officer, employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of
another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise”
shall be broadly construed and shall include, without limitation, any actual or alleged act or omission to act by Indemnitee in any of
the foregoing capacities or by virtue of Indemnitee’s status as such.


 


(c)            The
term “expenses” shall be broadly construed and shall include, without limitation, all direct and indirect costs
of any type or nature whatsoever (including, without limitation, all attorneys’ fees, costs and expenses and related disbursements,
appeal bonds, other out-of-pocket costs, retainers, court costs, transcript costs, fees of experts and other professionals, witness fees,
travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, any federal, state,
local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, ERISA excise
taxes and penalties and reasonable compensation for time spent by Indemnitee for which Indemnitee is not otherwise compensated by the
Company or any third party), actually and reasonably incurred by Indemnitee in connection with either the investigation, defense or appeal
of an action, suit or proceeding or establishing or enforcing a right to indemnification under this Agreement or otherwise incurred in
connection with a claim that is indemnifiable hereunder.


 






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(d)            The
term “judgments, fines and amounts paid in settlement” shall be broadly construed and shall include, without
limitation, all direct and indirect payments of any type or nature whatsoever, as well as any penalties or excise taxes assessed on a
person with respect to an employee benefit plan, provided, however, that Company shall not be required to make any payment which leaves
Indemnitee in a better position than the Indemnitee was in before the action, suit, or proceeding.


 


Section 6.               Limitation
on Indemnification. Notwithstanding any provision of this Agreement to the contrary, the
Company shall not be obligated pursuant to this Agreement:


 


(a)            Proceedings
Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding (or part thereof)
initiated voluntarily by Indemnitee, except with respect to any compulsory counterclaim brought by Indemnitee, unless (i) such indemnification
is expressly required to be made by law, (ii) such action, suit or proceeding (or part thereof) was authorized or consented to by
the Board of Directors or (iii)  with respect to an advancement of expenses, such action, suit or proceeding is brought to establish
or enforce a right to indemnification or advancement of expenses under this Agreement, the Company’s certificate of incorporation,
the Company’s bylaws or any other statute or law or otherwise as required under Section 145 of the DGCL in advance of a final
determination or, in the case of indemnification, such indemnification is required by the last sentence of Section 3(d).


 


(b)            Section 16(b) and
Clawback Matters. To indemnify Indemnitee for (i) 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 Securities and Exchange Act of 1934, as
amended (the “Exchange Act”), or similar provisions of state statutory law or common law, (ii) any reimbursement
of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the
Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements
that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley
Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation
of Section 306 of the Sarbanes-Oxley Act) or (iii) any reimbursement of the Company by Indemnitee of any compensation pursuant
to any compensation recoupment or clawback policy adopted by the Board of Directors or the compensation committee of the Board of Directors,
including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D
of the Exchange Act.


 


(c)            Prohibited
by Law or Public Policy. To indemnify or advance expenses to Indemnitee in any circumstance where such indemnification has been determined
to be prohibited by law by a final (not interlocutory) judgment or other adjudication of a court or arbitration or administrative body
of competent jurisdiction as to which there is no further right or option of appeal or the time within which an appeal must be filed has
expired without such filing.


 






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Section 7.      Change
in Control.


 


(a)      The
Company agrees that if there is a change in control of the Company, then with respect to all matters thereafter arising concerning the
rights of Indemnitee to indemnification and advancement of expenses under this Agreement, any other agreement or the Company’s
certificate of incorporation or bylaws now or hereafter in effect, the Company shall seek legal advice only from independent counsel
selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld, delayed or conditioned). In addition,
upon written request by Indemnitee for indemnification pursuant to Section 1 or Section 3(a), a determination,
if required by the DGCL, with respect to Indemnitee’s entitlement thereto shall be made by such independent counsel in a written
opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee. The Company agrees to pay the reasonable fees of
the independent counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys’
fees, costs and expenses), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.


 


(b)      For
purposes of this Section 7, the following definitions shall apply:


 


(i)      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: (A) any person or group, within the meaning of Section 13(d)(3) of the Exchange Act, obtains ownership,
directly or indirectly, of (x) more than 50% of the total voting power of the outstanding capital stock of the Company or applicable
successor entity (including any securities convertible into, or exercisable or exchangeable for such capital stock) or (y) all or
substantially all of the assets of the Company and its Subsidiaries on a consolidated basis; (B) during any period of two consecutive
years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute
the Board of Directors, and any new director (other than a director designated by a person who has entered into an agreement with the
Company to effect a transaction described in Sections 7(b)(i)(A), 7(b)(i)(C) or 7(b)(i)(D) or a director
whose initial nomination for, or assumption of office as, a member of the Board of Directors occurs as a result of an actual or threatened
solicitation of proxies or consents for election or removal of one or more directors by any person or group other than a solicitation
for the election of one or more directors by or on behalf of the Board of Directors) whose election to the Board of Directors or nomination
for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who
either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for
any reason to constitute at least a majority of the members of the Board of Directors; (C) the effective date of a merger or consolidation
of the Company with any other entity, other than a merger or consolidation that would result in the voting securities of the Company outstanding
immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into
voting securities of the surviving entity) at least 50% of the combined voting power of the voting securities of the surviving entity
outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or
other governing body of such surviving entity; and (D) the approval by the stockholders of the Company of a complete liquidation
of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets. For
purposes of this Section 7(b)(i) only, “person” shall have the meaning as set forth in Sections 13(d) and
14(d) of the Exchange Act; provided, however, that “person” shall exclude (a) the Company, (b) any
trustee or other fiduciary holding securities under an employee benefit plan of the Company and (c) any corporation owned, directly
or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.


 






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(ii)            The
term “independent counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation
law and neither presently is, nor in the past five years has been, retained to represent: (A) the Company or Indemnitee in any matter
material to either such party or (B) any other party to the action, suit or proceeding 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.


 


(iii)            The
term “Subsidiary” means, with respect to the Company (or an applicable successor entity), any corporation, partnership,
limited liability company, association or other business entity of which (i) if a corporation, a majority of the total voting power
of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors or other governing
persons or bodies thereof is at the time owned or controlled, directly or indirectly, by the Company or one or more of the other Subsidiaries
of the Company or a combination thereof, or (ii) if a partnership, limited liability company, association or other business entity,
a majority of the partnership, limited liability company or other similar ownership interest thereof is at the time owned or controlled,
directly or indirectly, by the Company or one or more of the other Subsidiaries of the Company or a combination thereof. For purposes
hereof, the Company or its applicable Subsidiary shall be deemed to have a majority ownership interest in a partnership, limited liability
company, association or other business entity if the Company or such applicable Subsidiary shall be allocated a majority of partnership,
limited liability company, association or other business entity gains or losses or shall be or control the managing director, managing
member, manager or general partner of such partnership, limited liability company, association or other business entity.


 


Section 8.      Certain
Settlement Provisions. Notwithstanding anything to the contrary set forth herein, the Company
shall have no obligation to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action, suit or proceeding
without the Company’s prior written consent. The Company shall not, without Indemnitee’s prior written consent, settle any
action, suit or proceeding in any manner that would attribute to Indemnitee any admission of civil or criminal liability or that would
result in the imposition of any fine or penalty or other obligation or restriction on Indemnitee. Neither the Company nor Indemnitee will
unreasonably withhold, condition or delay his, her or its consent to any proposed settlement.


 


Section 9.      Savings
Clause. If any provision or provisions (or portion thereof) of this Agreement shall be invalidated
or held to be unenforceable on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify Indemnitee
if Indemnitee was or is a party to, is threatened to be made a party to, or is otherwise involved in, as a witness or otherwise, any threatened,
pending or completed action, suit or proceeding (brought in the right of the Company or otherwise), whether civil, criminal, administrative
or investigative and whether formal or informal, including any and all appeals, by reason of the fact that Indemnitee is or was or has
agreed to serve as a director or officer of the Company, or while serving as a director or officer of the Company, is or was serving or
has agreed to serve at the request of the Company as a director, officer, employee or agent (which, for purposes hereof, shall include
a trustee, fiduciary, partner or manager or similar capacity) of another corporation, limited liability company, partnership, joint venture,
trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted by Indemnitee in any
such capacity, from and against all Losses suffered by, or incurred by or on behalf of, Indemnitee in connection with such action,
suit or proceeding, including any appeals, to the fullest extent permitted by any applicable portion of this Agreement that shall not
have been invalidated or held to be unenforceable.


 






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Section 10.     Contribution.
In order to provide for just and equitable contribution in circumstances in which the indemnification provided for herein is held by a
court of competent jurisdiction to be unavailable to Indemnitee in whole or in part, it is agreed that, in such event, the Company shall,
to the fullest extent permitted by law, contribute to the payment of all Losses suffered by, or incurred by or on behalf of, Indemnitee
in connection with any action, suit or proceeding, including any appeals, in an amount that is just and equitable in the circumstances
in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving
cause to such actions, suit or proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees
and agents) and Indemnitee in connection with such event(s) and/or transaction(s); provided that, without limiting the generality
of the foregoing, such contribution shall not be required where such holding by the court is due to any limitation on indemnification
set forth in Section 4(e), Section 6 or Section 8.


 


Section 11.     Form and
Delivery of Communications. All notices, requests, demands and other communications under
this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered by hand, upon receipt by the party
to whom said notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid,
on the third business day after the date on which it is so mailed, (c) mailed by reputable overnight courier, one day after deposit
with such courier and with written verification of receipt, (d) sent by email (provided no “bounceback” or similar message
indicating non-delivery) or (e) sent by facsimile transmission, with receipt of oral confirmation that such facsimile transmission
has been received. Notice to the Company shall be directed to [_____], email: [_____@snapav.com], facsimile: [(___)-___-____], confirmation
number: [(___)-___-____]. Notice to Indemnitee shall be directed to [_____], email: [_____@_____.com], facsimile: [(___)-___-____], confirmation
number: [(___)-___-____].


 


Section 12.     Nonexclusivity.
The provisions for indemnification to or the advancement of expenses and costs to Indemnitee under this Agreement shall not limit or restrict
in any way the power of the Company to indemnify or advance expenses to Indemnitee in any other way permitted by law or be deemed exclusive
of, or invalidate, any right to which any indemnitee seeking indemnification or advancement of expenses may be entitled under any law,
the Company’s certificate of incorporation or bylaws, other agreements or arrangements, vote of stockholders or disinterested directors
or otherwise, both as to action in Indemnitee’s capacity as an officer, director, employee or agent of the Company and as to action
in any other capacity. Indemnitee’s rights hereunder shall inure to the benefit of the heirs, executors and administrators of Indemnitee.


 






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Section 13.     Defenses.
In (i) any action, suit or proceeding brought by Indemnitee to enforce a right to indemnification
hereunder (but not in an action, suit or proceeding brought by Indemnitee to enforce a right to an advancement of expenses) it shall
be a defense that, and (ii) any action, suit or proceeding brought by the Company to recover an advancement of expenses pursuant
to the terms of an undertaking by Indemnitee pursuant to Section 2, the Company shall be entitled to recover such expenses
upon a final adjudication that, Indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither
the failure of the Company (including its directors who are not parties to such action, a committee of such directors, independent legal
counsel or the Company’s stockholders) to have made a determination prior to the commencement of such suit that indemnification
of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct set forth in the DGCL, nor
an actual determination by the Company (including its directors who are not parties to such action, a committee of such directors, independent
legal counsel or the Company’s stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption
that Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by Indemnitee, be a defense to
such suit.


 


Section 14.     No
Construction as Employment Agreement. Nothing contained herein shall be construed as giving
Indemnitee any right to be retained as a director or officer of the Company or in the employ of the Company or any other entity. For the
avoidance of doubt, the indemnification and advancement of expenses provided under this Agreement shall continue as to Indemnitee even
though he or she may have ceased to be a director, officer, employee or agent of the Company or ceased to serve at the request of the
Company as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager
or similar capacity) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other
enterprise.


 


Section 15.     Jointly
Indemnifiable Claims.


 


(a)     Given
that certain jointly indemnifiable claims may arise due to the service of Indemnitee as a director and/or officer of the Company at the
request of Indemnitee-related entities (as defined below), the Company acknowledges and agrees that the Company shall be fully and primarily
responsible for payments to Indemnitee in respect of indemnification or advancement of expenses in connection with any such jointly indemnifiable
claims pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery Indemnitee may have from
Indemnitee-related entities. Under no circumstance shall the Company be entitled to any right of subrogation or contribution by Indemnitee-related
entities, and no right of advancement or recovery Indemnitee may have from Indemnitee-related entities shall reduce or otherwise alter
the rights of Indemnitee or the obligations of the Company hereunder. In the event that any Indemnitee-related entity shall make any payment
to Indemnitee in respect of indemnification or advancement of expenses with respect to any jointly indemnifiable claim, the Indemnitee-related
entity making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee against the
Company, and Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure
such rights, including the execution of such documents as may be necessary to enable Indemnitee-related entities effectively to bring
suit to enforce such rights. The Company and Indemnitee agree that each Indemnitee-related entity shall be a third-party beneficiary with
respect to this Section 15(a) and entitled to enforce this Section 15(a) as though each such Indemnitee-related
entity were a party to this Agreement.


 






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(b)           For
purposes of this Section 15, the following terms shall have the following meanings:


 


(i)            The
term “Indemnitee-related entities” means any corporation, limited liability company, partnership, joint venture,
trust, employee benefit plan or other enterprise (other than the Company or any other corporation, limited liability company, partnership,
joint venture, trust, employee benefit plan or other enterprise Indemnitee has agreed, on behalf of the Company or at the Company’s
request, to serve as a director, officer, employee or agent and which service is covered by the indemnity described in this Agreement)
from whom an Indemnitee may be entitled to indemnification or advancement of expenses with respect to which, in whole or in part, the
Company may also have an indemnification or advancement obligation (other than as a result of obligations under an insurance policy).


 


(ii)            The
term “jointly indemnifiable claims” shall be broadly construed and shall include, without limitation, any action,
suit or proceeding for which Indemnitee shall be entitled to indemnification or advancement of expenses from both the Company and any
Indemnitee-related entity pursuant to the DGCL, any agreement or the certificate of incorporation, bylaws, partnership agreement, operating
agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company or Indemnitee-related
entities, as applicable.


 


Section 16.           Interpretation
of Agreement. It is understood that the parties hereto intend this Agreement to be interpreted
and enforced so as to provide, in each instance, indemnification and advancement of expenses to Indemnitee to the fullest extent permitted
by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the fullest extent permitted
by law). Whenever the words “include”, “includes” or “including” are used in this Agreement, they
shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words
or words of like import.


 


Section 17.           Entire
Agreement. This Agreement and the documents expressly referred to herein (including, without
limitation, the Company’s certificate of incorporation and bylaws) constitute the entire agreement between the parties hereto with
respect to the matters covered hereby, and any other prior or contemporaneous oral or written understandings or agreements with respect
to the matters covered hereby are expressly superseded by this Agreement.


 


Section 18.           Modification
and Waiver. No supplement, modification, waiver 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 provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. For the avoidance
of doubt, (a) this Agreement may not be modified or terminated by the Company without Indemnitee’s prior written consent; (b) no
amendment, alteration or interpretation of the Company’s certification of incorporation or bylaws or any other agreement or arrangement
shall limit or otherwise adversely affect the rights provided to Indemnitee under this Agreement and (c) a right to indemnification
or to advancement of expenses arising under a provision of the Company’s certification of incorporation or bylaws or this Agreement
shall not be eliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject
of the action, suit or proceeding for which indemnification or advancement of expenses is sought.


 



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Section 19.     Successor
and Assigns. All of the terms and provisions of this Agreement shall be binding upon, shall
inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators
and legal representatives. The Company shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation
or otherwise) to all or substantially all of the business or assets of the Company, by written agreement, 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.


 


Section 20.     Service
of Process and Venue. The Company and the Indemnitee hereby irrevocably and unconditionally
(a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought in the Chancery Court
of the State of Delaware (the “Delaware Court”), (b) consent to submit to the exclusive jurisdiction
of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (c) appoint,
to the extent the Company is not otherwise subject to service of process in the State of Delaware, Corporation Service Company, as its
agent in the State of Delaware for acceptance of legal process in connection with any such action or proceeding against such party with
the same legal force and validity as if served upon the Company personally within the State of Delaware, (d) waive any objection
to the laying of venue of any such action or proceeding in the Delaware Court and (e) waive, and agree not to plead or to make, any
claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.


 


Section 21.     Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware, without regard to principles of conflicts of laws thereof. If, notwithstanding the foregoing, a court of competent
jurisdiction shall make a final determination that the provisions of the law of any state other than Delaware govern indemnification by
the Company of Indemnitee, then the indemnification provided under this Agreement shall in all instances be enforceable to the fullest
extent permitted under such law, notwithstanding any provision of this Agreement to the contrary.


 


Section 22.     Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together
shall be deemed to be one and the same instrument, notwithstanding that both parties are not signatories to the original or same counterpart.


 


Section 23.     Headings
and Section References. The section and subsection headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Section references
are to this Agreement unless otherwise specified.


 


[Signature Page Follows]


 




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This Indemnification Agreement
has been duly executed and delivered to be effective as of the date first written above.


 


	 	SNAP ONE HOLDINGS CORP.



 


		By:	






		Name:	 



		Title:	 



 


	 	INDEMNITEE:



 


	 	 



		Name:	



 


[Signature Page to Indemnification Agreement]