Exhibit 10.4


 


INDEMNIFICATION
AGREEMENT


 


This Indemnification Agreement
(“Agreement”) is made as of June 10, 2021 by and between indie Semiconductor, Inc., a Delaware corporation formerly
known as indie Semiconductor, Inc. (the “Company”), and ______________ (“Indemnitee”). This Agreement
supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.


 


RECITALS


 


WHEREAS, the Board of Directors
of the Company (the “Board”) believes that highly competent persons have become more reluctant to serve publicly-held
corporations as directors and/or officers or in other capacities unless they are provided with adequate protection through insurance or
adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on
behalf of the corporation;


 


WHEREAS, 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 United States-based corporations and other business enterprises, the Company
believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums
and with more exclusions. At the same time, directors, officers, and other persons in service to corporations or business enterprises
are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally
would have been brought only against the Company or business enterprise itself. The amended and Restated Certificate of Incorporation
of the Company (the “Certificate of Incorporation”) require indemnification of the officers and directors of the Company.
Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (the “DGCL”).
The Certificate of Incorporation and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive,
and thereby contemplate that contracts may be entered into between the Company and members of the board of directors, officers and other
persons with respect to indemnification;


 


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


 


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


 


WHEREAS, it is reasonable,
prudent and necessary for the Company contractually to obligate itself to indemnify, 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 indemnified;


 






     


     


    

 


WHEREAS, this Agreement is
a supplement to and in furtherance of the Amended and Restated Certificate of Incorporation, as amended from time to time (the “Certificate
of Incorporation”) and any resolutions adopted pursuant thereto, as well as any rights of Indemnitees under any directors’
and officers’ liability insurance policy, and this Agreement shall not be deemed a substitute therefor, nor to diminish or abrogate
any rights of Indemnitee thereunder;


 


[WHEREAS, Indemnitee is a
representative of Anthem/MIC Strategic Partners, L.P., a Cayman Islands limited partnership (the “Fund”), and has certain
rights to indemnification and/or insurance provided by the Fund which Indemnitee and the Fund intend to be secondary to the primary obligation
of the Company to indemnify Indemnitee as provided herein, with the Company’s acknowledgement and agreement to the foregoing being
a material condition to Indemnitee’s willingness to serve on the Board.]1


 


WHEREAS, Indemnitee does not
regard the protection available under the Bylaws Certificate of Incorporation and insurance as adequate in the present circumstances,
and may not be willing to serve or continue to serve as an officer or director without adequate protection, and the Company desires Indemnitee
to serve or continue 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 Indemnitee be so indemnified.


 


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


 


Section 1.Services
to the Company. Indemnitee agrees to serve as an officer and/or a director of the Company and also, at the request of the Company,
as a director and/or officer Ay Dee Kay, LLC, a California limited liability company (“ADK”) or of another affiliated
corporation, partnership, joint venture, trust or other enterprise. Indemnitee may at any time and for any reason resign from such position
(subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no
obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between
the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s
employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at
any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee
and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board,
or, with respect to service as a director or officer of the Company, by the Certificate of Incorporation, the Bylaws, and the DGCL. The
foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an officer and director of the
Company or ADK, LLC and, at the request of the Company, as a director and/or officer of another corporation, partnership, joint venture,
trust or other enterprise, as provided in Section 16 hereof.





 


 





 



1 This section
is only added for directors who are affiliated with funds that have separate D&O insurance


 






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Section 2. Definitions.
As used in this Agreement:


 


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


 


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


 


i. Acquisition
of Stock by Third Party. Any Person (as defined below) is or becomes the Beneficial Owner (as defined below), 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 unless the change in 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;


 


ii. Change
in Board of Directors. During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement),
individuals who at the beginning of such period constitute the Board, 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 2(b)(i), 2(b)(iii) or 2(b)(iv)) whose
election by the Board 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;


 


iii. Corporate
Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation
which 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) more than 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;


 


iv. Liquidation.
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; and


 


v. Other
Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A (or 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.


 






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For purposes of this Section 2(b), the following terms shall have the
following meanings:


 


(A) “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.


 


(B) “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 (i)
the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (iii) any entity
owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of
the Company.


 


(C) “Beneficial
Owner” shall have the meaning given to such term in Rule 13d-3 under the Exchange Act; provided, however, that Beneficial Owner
shall exclude any Person otherwise becoming a Beneficial Owner by reason of the stockholders of the Company approving a merger of the
Company with another entity.


 


(d) “Surviving
Entity” shall mean the surviving entity in a merger or consolidation or any entity that controls, directly or indirectly, such
surviving entity.


 


(c) “Corporate
Status” describes the status of a person who is or was a director, trustee, partner, managing member, officer, employee, agent
or fiduciary of the Company or of any other corporation, limited liability company, partnership or joint venture, trust or other enterprise
which such person is or was serving at the request of the Company, including as a deemed fiduciary thereto.


 


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


 


(e) “Enterprise”
shall mean the Company and any other corporation, limited liability company, partnership, joint venture, trust or other enterprise of
which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, partner, managing member, employee,
agent or fiduciary, including as a deemed fiduciary thereto.


 


(f) “Expenses”
shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees and other costs 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 all other disbursements, obligations or expenses of the types customarily 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 witness in, or otherwise participating in, a Proceeding. Expenses also shall include (i) Expenses incurred in connection
with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any
cost bond, supersedeas bond, or other appeal bond or its equivalent, (ii) Expenses incurred in connection with recovery under any directors’
and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee is ultimately determined
to be entitled to such indemnification, advancement or Expenses or insurance recovery, as the case may be, and (iii) for purposes of Section
14(d) only, Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights
under this Agreement, the Certificate of Incorporation, the Bylaws or under any directors’ and officers’ liability insurance
policies maintained by the Company, by litigation or otherwise. The parties agree that for the purposes of any advancement of Expenses
for which Indemnitee has made written demand to the Company in accordance with this Agreement, all Expenses included in such demand that
are certified by affidavit of Indemnitee’s counsel as being reasonable in the good faith judgment of such counsel shall be presumed
conclusively to be reasonable. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments
or fines against Indemnitee.


 






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(g) “Independent
Counsel” shall mean 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: (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 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. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and
to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement
or its engagement pursuant hereto.


 


(h) 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, criminal, administrative, legislative,
regulatory or investigative (formal or informal) nature, including any appeal therefrom, in which Indemnitee was, is or will be involved
as a party, potential party, non-party witness or otherwise by reason of Indemnitee’s Corporate Status, by reason of any action
taken by Indemnitee (or a failure to take action by Indemnitee) or of any action (or failure to act) on Indemnitee’s part while
acting pursuant to Indemnitee’s Corporate Status, 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. If the
Indemnitee believes in good faith that a given situation may lead to or culminate in the institution of a Proceeding, this shall be considered
a Proceeding under this paragraph.


 


(i) Reference
to “other enterprise” shall include employee benefit plans; references to “fines” shall include any excise
tax assessed 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 or agent of the Company which imposes duties on, or involves services by, such director,
officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who 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 shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in
this Agreement.


 






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Section 3. Indemnity
in Third-Party Proceedings. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee
is, or is threatened to be made, a party to or a participant 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 to the fullest extent permitted by applicable
law against all Expenses, judgments, fines 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 and amounts paid in settlement) actually and reasonably
incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee
acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in
the case of a criminal Proceeding had no reasonable cause to believe that Indemnitee’s conduct was unlawful. The parties hereto
intend that this Agreement shall provide to the fullest extent permitted by law for indemnification in excess of that expressly permitted
by statute, including, without limitation, any indemnification provided by the Certificate of Incorporation, the Bylaws, vote of the Company’s
stockholders or disinterested directors or applicable law.


 


Section 4. Indemnity
in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions of this
Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant 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 to the fullest extent permitted by applicable
law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding
or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not
opposed to the best interests of the Company. No indemnification for Expenses shall be made under this Section 4 in respect of any claim,
issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the
extent that the Delaware Court (as hereinafter defined) or any court in which the Proceeding was brought 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.


 


Section 5. Indemnification
for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement, to the fullest
extent permitted by applicable law and 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 indemnify
Indemnitee against all Expenses actually and reasonably incurred by or on behalf of Indemnitee in connection therewith. If Indemnitee
is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims,
issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by
Indemnitee or on Indemnitee’s behalf in connection with or related to each successfully resolved claim, issue or matter to the fullest
extent permitted by law. For purposes of this Section and without limitation, the termination of any claim, Indemnitee will be deemed
to have been “successful on the merits” in circumstances including but not limited to the termination of any Proceeding or
of any claim, issue or matter therein, by the winning of a dismissal (with or without prejudice), motion for summary judgment, settlement
(with or without court approval), or upon a plea of nolo contendere or its equivalent.


 






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Section 6. Indemnification
For Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the fullest extent permitted by applicable law
and to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness, is or was made (or asked) to respond
to discovery requests in any Proceeding, or otherwise asked to participate in any Proceeding to which Indemnitee is not a party, Indemnitee
shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection
therewith.


 


Section 7. Partial Indemnification.
If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses, but
not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee
is entitled.


 


Section 8. Additional
Indemnification.


 


(a) Notwithstanding
any limitation in Sections 3, 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee
is, or is threatened to be made, a party to or a participant in any Proceeding (including a Proceeding by or in the right of the Company
to procure a judgment in its favor) by reason of Indemnitee’s Corporate Status.


 


(b) For
purposes of Section 8(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but
not be limited to:


 


i. to
the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or
the corresponding provision of any amendment to or replacement of the DGCL, and


 


ii. to
the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that
increase the extent to which a corporation may indemnify its officers and directors.


 


Section 9. Exclusions.
Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification payment
in connection with any claim involving Indemnitee:


 


(a) for
which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with
respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; [provided, that the foregoing
shall not affect the rights of the Indemnitee or the Fund Indemnitors set forth in Section 15(e)];2
or


 


 


 






	2	[Alt. provision for Fund directors]



 






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(b) 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 Exchange Act (as defined in Section 2(b) hereof) 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 or the compensation committee of the Board, including
but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange
Act;


 


(c) except
as provided in Section 14(d) of this Agreement, 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, (ii) such
payment arises in connection with any mandatory counterclaim or cross claim brought or raised by Indemnitee in any Proceeding (or any
part of any Proceeding), or (iii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the
Company under applicable law; or


 


(d) .


 


Section 10. Advances
of Expenses. Notwithstanding any provision of this Agreement to the contrary (other than Section 14(d)), the Company shall advance,
to the extent not prohibited by law, the Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding (or any part
of any Proceeding) not initiated by Indemnitee or any Proceeding initiated by Indemnitee with the prior approval of the Board as provided
in Section 9(c), and such advancement shall be made within thirty (30) days after the receipt by the Company of a statement or statements
requesting such advances from time to time, whether prior to or after final disposition of any Proceeding, but in no case shall Indemnitee
be required to convey any information that would cause Indemnitee to waive any privilege accorded by applicable law. Advances shall be
unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses, without regard
to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, and without regard to the
entitlement to and availability of insurance coverage, including advancement, payment or reimbursement of defense costs, expenses of covered
loss under the provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement
is withheld, conditioned or delayed by the insurer(s)). In accordance with Section 14(d), advances shall include any and all reasonable
Expenses incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements
to the Company to support the advances claimed. The Indemnitee shall qualify for advances upon the execution and delivery to the Company
of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to repay the amounts advanced (without
interest) by the Company pursuant to this Section 10, if and only to the extent that it is ultimately determined that Indemnitee is not
entitled to be indemnified by the Company. No other form of undertaking shall be required other than the execution of this Agreement.
Without limiting the generality or effect of the foregoing, within thirty days after any request by Indemnitee, the Company shall, in
accordance with such request (but without duplication), (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds
in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses





 






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Section 11. Procedure
for Notification and Defense of Claim.


 


(a) Indemnitee
shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of Expenses
hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof; provided, however, that notice
will be deemed to have been given without any action on the part of Indemnitee in the event the Company is a party to the same Proceeding.
.. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith
such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what
extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding. The omission by Indemnitee to notify
the Company hereunder will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under
this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement.
The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee
has requested indemnification.


 


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


 


(c) The
Company shall not settle any Proceeding (in whole or in part) if such settlement would impose any Expense, judgment, liability, fine,
penalty or limitation on Indemnitee in respect of which Indemnitee is not entitled to be indemnified hereunder without Indemnitee’s
prior written consent, which shall not be unreasonably withheld. The Company shall not, on its own behalf,
settle any part of any Proceeding to which Indemnitee is party with respect to other parties (including the Company) if any portion of
such settlement is to be funded from corporate insurance proceeds unless approved by (i) the written consent of Indemnitee or (ii) a majority
of the independent directors of the board; provided, however, that the right to constrain the Company’s use of corporate insurance
as described in this section shall terminate at the time the Company concludes (per the terms of this Agreement) that (i) Indemnitee is
not entitled to indemnification pursuant to this agreement, or (ii) such indemnification obligation to Indemnitee has been fully discharged
by the Company.


 


Section 12. Procedure
Upon Application for Indemnification.


 


(a) Upon
written request by Indemnitee for indemnification pursuant to Section 11(a), a determination, if required by applicable law, with respect
to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change in Control shall have occurred, by Independent
Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not
have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee
of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board,
(C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion
to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company;
and, 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 cooperate with the person, persons or entity making such determination with respect to Indemnitee’s
entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation
or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably
necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by or on behalf of
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. 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.


 






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(b) In
the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the
Independent Counsel shall be selected as provided in this Section 12(b). If a Change in Control shall not have occurred, the Independent
Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of
the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee
(unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee
shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. 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 given, 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
the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of submission by Indemnitee
of a written request for indemnification pursuant to Section 11(a) hereof and the final disposition of the Proceeding, no Independent
Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware 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 such court or by such other person as such court shall designate, and
the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a)
hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel
shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct
then prevailing).


 


(c) If
the Company disputes a portion of the amounts for which indemnification is requested, the undisputed portion shall be paid and only the
disputed portion withheld pending resolution of any such dispute.


 






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Section 13. Presumptions
and Effect of Certain Proceedings.


 


(a) In
making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination
shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee
has submitted a request for indemnification in accordance with Section 11(a) of this Agreement, and the Company shall, to the fullest
extent not prohibited by law, have the burden of proof to overcome that presumption by clear and convincing evidence to the contrary 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.


 


(b) Subject
to Section 14(e), 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 sixty (60) days after receipt by the Company of the request
therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by law, be deemed
to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact,
or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request
for indemnification, or (ii) a prohibition of such indemnification under applicable law as determined by a court of competent jurisdiction
in a final adjudication not subject to further appeal; provided, however, that such 60-day period may be extended for a reasonable time,
not to exceed an additional thirty (30) 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; and provided, further, that the foregoing provisions of this Section 13(b) shall not apply (i) if the determination of entitlement
to indemnification is to be made by the stockholders pursuant to Section 12(a) of this Agreement and if (A) within fifteen (15)
days after receipt by the Company of the request for such determination the Board has resolved to submit such determination to the stockholders
for their consideration at an annual meeting thereof to be held within seventy-five (75) days after such receipt and such determination
is made thereat, or (B) a special meeting of stockholders is called within fifteen (15) days after such receipt for the purpose of making
such determination, such meeting is held for such purpose within sixty (60) days after having been so called and such determination is
made thereat, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section
12(a) of this Agreement.


 






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


 


(d) For
purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based
on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the
directors or officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information
or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser, financial advisor
or other expert selected with reasonable care by or on behalf of the Enterprise. The provisions of this Section 13(d) shall not be deemed
to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard
of conduct set forth in this Agreement.


 


(e) The
knowledge and/or actions, or failure to act, of any 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.


 


Section 14. Remedies
of Indemnitee.


 


(a) Subject
to Section 14(e), 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 is not timely made pursuant to Section 10 of this Agreement,
(iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12(a) of this Agreement within ninety
(90) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5,
6 or 7 or the second to last sentence of Section 12(a) of this Agreement within ten (10) days after receipt by the Company of a written
request therefor, (v) payment of indemnification pursuant to Section 3, 4 or 8 of this Agreement is not made within ten (10) days after
a determination has been made that Indemnitee is entitled to indemnification, or (vi) 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, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall
be entitled to an adjudication by a court of Indemnitee’s entitlement to such indemnification or advancement of Expenses. Alternatively,
Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial
Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award
in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this
Section 14(a). The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.


 






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(b) In
the event that a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is not entitled to indemnification,
any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects as a de novo
trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding
or arbitration commenced pursuant to this Section 14 the Company shall have the burden of proving Indemnitee is not entitled to indemnification
or advancement of Expenses, as the case may be.


 


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


 


(d) The
Company shall, to the fullest extent not prohibited by law, 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. It is the intent of
the Company that, to the fullest extent permitted by law, the Indemnitee not be required to incur legal fees or other Expenses associated
with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the
cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. The Company
shall, to the fullest extent permitted by law, indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall
(within ten (10) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Expenses
to Indemnitee, which are incurred by or on behalf of Indemnitee in connection with any action brought by Indemnitee for indemnification
or advancement of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance
policies maintained by the Company if, in the case of indemnification, Indemnitee is wholly successful on the underlying claims; if Indemnitee
is not wholly successful on the underlying claims, then such indemnification shall be only to the extent Indemnitee is successful on such
underlying claims or otherwise as permitted by law, whichever is greater.


 


(e) Notwithstanding
anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall
be required to be made prior to the final disposition of the Proceeding.


 






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Section 15. Non-exclusivity;
Survival of Rights; Insurance; Subrogation.


 


(a) The
rights of indemnification and to receive advancement of Expenses as provided by this Agreement (i) shall not be deemed exclusive of any
other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, the Bylaws, any agreement,
a vote of stockholders or a resolution of directors, or otherwise and (ii) shall be interpreted independently of, and without reference
to, any other such rights to which Indemnitee may at any time be entitled. No amendment, alteration or repeal of this Agreement or of
any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by
Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware
law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently
under the Certificate of Incorporation and 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.


 


(b) To
the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees,
or agents of the Enterprise, 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, employee or agent under such policy or policies. If, at the time of the
receipt of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company
shall give prompt notice of such claim or of the commencement of a Proceeding, as the case may be, 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. Further, if requested by Indemnitee, within two business days of such request the Company will instruct the insurance carriers
and the Company’s insurance broker that they may communicate directly with Indemnitee regarding such claim.


 


(c) In
the event of any payment made 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, 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.


 


(d) The Company shall not
be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided
hereunder) if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement
or otherwise. 


 


(e) The Company’s
obligation to indemnify 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 corporation, limited liability company, partnership,
joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification
or advancement of Expenses from such other corporation, limited liability company, partnership, joint venture, trust or other enterprise.3 



 





 



	3	[For directors affiliated with funds with separate coverage,
paragraph (e) is to be replaced with:




 






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(f) In
the event of a Change of Control or the Company’s becoming insolvent, the Company shall maintain in force any and all insurance
policies then maintained by the Company in providing insurance--directors’ and officers’ liability, fiduciary, employment
practices or otherwise--in respect of the individual directors and officers of the Company, for a fixed period of six years thereafter
(a “Tail Policy”). Such coverage shall be non-cancellable and shall be placed and serviced for the duration of its
term by the Company’s incumbent insurance broker. Such broker shall place the Tail Policy with the incumbent insurance carriers
using the policies that were in place at the time of the change of control event (unless the incumbent carriers will not offer such policies,
in which case the Tail Policy placed by the Company’s insurance broker shall be substantially comparable in scope and amount as
the expiring policies, and the insurance carriers for the Tail Policy shall have an AM Best rating that is the same or better than the
AM Best ratings of the expiring policies).


 


“The Company hereby acknowledges
that Indemnitee has certain rights to indemnification, advancement of expenses and/or insurance provided by the Fund and certain of its
affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first
resort (i.e., its obligations to Indemnitee are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification
for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full amount
of Expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid
in settlement to the extent legally permitted and as required by the Certificate of Incorporation (or any agreement between the Company
and Indemnitee), without regard to any rights Indemnitee may have against the Fund Indemnitors, and, (iii) that it irrevocably waives,
relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any
other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf
of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and
the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the
rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Fund Indemnitors are express third party
beneficiaries of the terms hereof.”


 







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Section 16. Duration
of Agreement. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee
shall have ceased to serve as a director and/or officer of the Company, ADK, LLC and, at the request of the Company, as a director and/or
of another corporation, partnership, joint venture, trust or other enterprise or (b) one (1) year after the final termination of any Proceeding
then pending in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any proceeding
(including any appeal thereof) commenced by Indemnitee pursuant to Section 14 of this Agreement relating thereto. The indemnification
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, and shall inure to the benefit of Indemnitee and Indemnitee’s
spouse, assigns, heirs, devisees, executors and administrators and other legal representatives. The Company shall require and shall cause
any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially all of the business
or assets of the Company to, by written agreement, expressly assume and agree to perform this Agreement to the fullest extent permitted
by law.


 


Section 17. Severability.
Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation
of applicable law. 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 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 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.


 


Section 18. Enforcement.


 


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


 


(b) 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; provided,
however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporations, the Bylaws, any directors’
and officers’ insurance maintained by the Company and applicable law, and shall not be deemed a substitute therefor, nor to diminish
or abrogate any rights of Indemnitee thereunder.


 


(c) The
Company and Indemnitee agree that a monetary remedy for breach of this Agreement 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 injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable
harm (having agreed that actual and irreparable harm will result in not forcing the Company to specifically perform its obligations pursuant
to this Agreement) 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 the Court, and the Company hereby waives any such requirement of a bond
or undertaking. If Indemnitee seeks mandatory injunctive relief, it shall not be a defense to enforcement of the Company’s obligations
set forth in this Agreement that Indemnitee has an adequate remedy at law for damages.


 






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Section 19. 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.


 


Section 20. Notice by
Indemnitee or Company.


 


(a) Indemnitee
agrees promptly to notify 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 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.


 


(b) If
the Indemnitee is the subject of, or is, to the knowledge of the Company, implicated in any way during an investigation, whether formal
or informal, that is related to Indemnitee’s Corporate Status and that reasonably could lead to a Proceeding for which indemnification
can be provided under this Agreement, the Company shall notify the Indemnitee of such investigation and shall share (to the extent legally
permissible) with Indemnitee any information it has provided to any third parties concerning the investigation (“Shared Information”).
By executing this Agreement, Indemnitee agrees that such Shared Information is material non-public information that Indemnitee is obligated
to hold in confidence and may not disclose publicly; provided, however, that Indemnitee may use the Shared Information and disclose such
Shared Information to Indemnitee’s legal counsel and third parties, in each case solely in connection with defending Indemnitee
from legal liability.


 






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Section 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 if (a) delivered by hand and receipted for 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 and receipted for by the party to whom said notice or other communication shall have been directed or (d)
sent by facsimile transmission, with receipt of oral 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 to
the Company.


 


(b) If
to the Company to


 


indie Semiconductor, Inc.

32 Journey

Aliso Viejo, CA 92656

Attn: CFO and General Counsel

email: legal@indiesemi.com


 


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


 


Section 22. Contribution.
To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee
for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether
for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim
relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances
of such Proceeding 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 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). The Company hereby agrees to fully indemnify and hold
harmless 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.


 






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Section 23. Applicable
Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any
arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally
(i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Court of Chancery
of the State of Delaware (the “Delaware Court”), and not in any other state or federal court in the United States of
America or any court in any other country, (ii) 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, (iii) appoint, to the extent such party is not otherwise
subject to service of process in the State of Delaware, irrevocably Corporate Creations Network Inc., 3411 Silverside Road, Tatnall Building
#104, Wilmington, New Castle County, Delaware 19801 as its agent in the State of Delaware as such party’s agent 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 such party personally within the State of Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding
in the Delaware Court, and (v) 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 24. 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.


 


Section 25. Miscellaneous.
Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings 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.


 






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


 


	INDIE SEMICONDUCTOR, INC.	 
	 	 
	By:	 	 
	 	 
	Name: 	                     	 
	 	 
	Title:	 	 



 


	INDEMNITEE	 
	 	 
	Signature:	 	 
	 	 
	Print Name: 	 	 
	 	 
	Address:	 	 
	 	 
	 	 
	 	 



 


 


 


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