Exhibit
10.8


 


FORM OF
INDEMNITY AGREEMENT


 


THIS
INDEMNITY AGREEMENT (this “Agreement”) is made on [●], 2018.


 


Between:


 


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


 


	 	(2)	[●] (“Indemnitee”).




 


Whereas:


 


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



 


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



 


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



 


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



 






     


     


    

 


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



 


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



 


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



 


NOW,
THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement
dated as of [●], 2018 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and
the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant
and agree as follows:


 


TERMS
AND CONDITIONS


 


		1	SERVICES TO THE COMPANY




 


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


 


		2	DEFINITIONS




 


As
used in this Agreement:


 


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



 


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



 






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



 


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



 


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



 


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



 






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



 


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



 


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



 


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




 


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



 


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



 


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




 


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



 






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



 


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



 


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



 


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



 






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



 


	3	INDEMNITY IN THIRD-PARTY PROCEEDINGS




 


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


 


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




 


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






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		5	INDEMNIFICATION
                                         FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL



 


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


 


	6	INDEMNIFICATION FOR EXPENSES OF A WITNESS




 


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


 


	7	ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION
RIGHTS




 


		7.1	Notwithstanding
                                         any limitation in Sections 3, 4, or 5, except for Section 27, the Company shall,
                                         to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate
                                         Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding
                                         (including a Proceeding by or in the right of the Company to procure a judgment in its
                                         favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement
                                         (including all interest, assessments and other charges paid or payable in connection
                                         with or in respect of such Expenses, judgments, fines, penalties and amounts paid in
                                         settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. 
                                         No indemnification, hold harmless or exoneration rights shall be available under this
                                         Section 7.1 on account of Indemnitee’s conduct which constitutes a breach
                                         of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act
                                         or omission not in good faith or which involves intentional misconduct or a knowing violation
                                         of the law.



 






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		7.2	Notwithstanding
                                         any limitation in Sections 3, 4, 5 or 7.1, except for Section 27, the Company shall,
                                         to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate
                                         Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding
                                         (including a Proceeding by or in the right of the Company to procure a judgment in its
                                         favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement
                                         (including all interest, assessments and other charges paid or payable in connection
                                         with or in respect of such Expenses, judgments, fines, penalties and amounts paid in
                                         settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding.



 


	8	CONTRIBUTION IN THE EVENT OF JOINT LIABILITY




 


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



 


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



 


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



 


	9	EXCLUSIONS




 


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


 


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



 






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



 


		(c)	except
                                         as otherwise provided in Sections 14.5 and 14.6  hereof, prior to a Change in Control,
                                         in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee,
                                         including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against
                                         the Company or its directors, officers, employees or other indemnitees, unless (i) the
                                         Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation
                                         or (ii) the Company provides the indemnification, hold harmless or exoneration payment,
                                         in its sole discretion, pursuant to the powers vested in the Company under applicable
                                         law. Indemnitee shall seek payments or advances from the Company only to the extent that
                                         such payments or advances are unavailable from any insurance policy of the Company covering
                                         Indemnitee.



 


	10	ADVANCES OF EXPENSES; DEFENSE OF CLAIM




 


		10.1	Notwithstanding
                                         any provision of this Agreement to the contrary except for Section 27, and to the
                                         fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred
                                         by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within
                                         three months) in connection with any Proceeding within ten (10) days after the receipt
                                         by the Company of a statement or statements requesting such advances from time to time,
                                         prior to the final disposition of any Proceeding.  Advances shall, to the fullest
                                         extent permitted by law, be unsecured and interest free. Advances shall be made without
                                         regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s
                                         ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions
                                         of this Agreement.  Advances shall include any and all reasonable Expenses incurred
                                         pursuing a Proceeding to enforce this right of advancement, including Expenses incurred
                                         preparing and forwarding statements to the Company to support the advances claimed. 
                                         To the fullest extent required by applicable law, such payments of Expenses in advance
                                         of the final disposition of the Proceeding shall be made only upon the Company’s
                                         receipt of an undertaking, by or on behalf of Indemnitee, to repay the advance to the
                                         extent that it is ultimately determined that Indemnitee is not entitled to be indemnified
                                         by the Company under the provisions of this Agreement, the Articles, applicable law or
                                         otherwise.  This Section 10.1 shall not apply to any claim made by Indemnitee
                                         for which an indemnification, hold harmless or exoneration payment is excluded pursuant
                                         to Section 9.



 


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




 


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



 






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	11	PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION









 


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



 


		11.2	Indemnitee
                                         may deliver to the Company a written application to indemnify, hold harmless or exonerate
                                         Indemnitee in accordance with this Agreement.  Such application(s) may be delivered
                                         from time to time and at such time(s) as Indemnitee deems appropriate in his or
                                         her sole discretion.  Following such a written application for indemnification by
                                         Indemnitee, Indemnitee’s entitlement to indemnification shall be determined
                                         according to Section 12.1 of this Agreement.



 


	12	PROCEDURE UPON APPLICATION FOR INDEMNIFICATION




 


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



 






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		12.2	In
                                         the event the determination of entitlement to indemnification is to be made by Independent
                                         Counsel pursuant to Section 12.1 hereof, the Independent Counsel shall be selected
                                         as provided in this Section 12.2.  The Independent Counsel shall be selected
                                         by Indemnitee (unless Indemnitee shall request that such selection be made by the Board),
                                         and Indemnitee shall give written notice to the Company advising it of the identity of
                                         the Independent Counsel so selected and certifying that the Independent Counsel so selected
                                         meets the requirements of “Independent Counsel” as defined in Section 2
                                         of this Agreement.  If the Independent Counsel is selected by the Board, the Company
                                         shall give written notice to Indemnitee advising him of the identity of the Independent
                                         Counsel so selected and certifying that the Independent Counsel so selected meets the
                                         requirements of “Independent Counsel” as defined in Section 2 of this
                                         Agreement.  In either event, Indemnitee or the Company, as the case may be,
                                         may, within ten (10) days after such written notice of selection shall have been
                                         received, deliver to the Company or to Indemnitee, as the case may be, a written objection
                                         to such selection; provided, however, that such objection may be asserted only on the
                                         ground that the Independent Counsel so selected does not meet the requirements of “Independent
                                         Counsel” as defined in Section 2 of this Agreement, and the objection shall
                                         set forth with particularity the factual basis of such assertion.  Absent a proper
                                         and timely objection, the person so selected shall act as Independent Counsel. 
                                         If such written objection is so made and substantiated, the Independent Counsel so selected
                                         may not serve as Independent Counsel unless and until such objection is withdrawn or
                                         a court of competent jurisdiction has determined that such objection is without merit. 
                                         If, within twenty (20) days after submission by Indemnitee of a written request for indemnification
                                         pursuant to Section 11.2 hereof, no Independent Counsel shall have been selected
                                         and not objected to, either the Company or Indemnitee may petition the Cayman Court for
                                         resolution of any objection which shall have been made by the Company or Indemnitee to
                                         the other’s selection of Independent Counsel and/or for the appointment as Independent
                                         Counsel of a person selected by the Cayman Court, and the person with respect to whom
                                         all objections are so resolved or the person so appointed shall act as Independent Counsel
                                         under Section 12.1 hereof.  Upon the due commencement of any judicial proceeding
                                         or arbitration pursuant to Section 14.1 of this Agreement, Independent Counsel
                                         shall be discharged and relieved of any further responsibility in such capacity (subject
                                         to the applicable standards of professional conduct then prevailing).



 


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



 


	13	PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS




 


		13.1	In
                                         making a determination with respect to entitlement to indemnification hereunder, the
                                         person, persons or entity making such determination shall presume that Indemnitee is
                                         entitled to indemnification under this Agreement if Indemnitee has submitted a request
                                         for indemnification in accordance with Section 11.2 of this Agreement, and the Company
                                         shall have the burden of proof to overcome that presumption in connection with the making
                                         by any person, persons or entity of any determination contrary to that presumption. 
                                         Neither the failure of the Company (including by its directors or Independent Counsel)
                                         to have made a determination prior to the commencement of any action pursuant to this
                                         Agreement that indemnification is proper in the circumstances because Indemnitee has
                                         met the applicable standard of conduct, nor an actual determination by the Company (including
                                         by its directors or Independent Counsel) that Indemnitee has not met such applicable
                                         standard of conduct, shall be a defense to the action or create a presumption that Indemnitee
                                         has not met the applicable standard of conduct.



 






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



 


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



 


		13.4	For
                                         purposes of any determination of good faith, Indemnitee shall be deemed to have
                                         acted in good faith if Indemnitee’s action is based on the records or books of
                                         account of the Enterprise, including financial statements, or on information supplied
                                         to Indemnitee by the directors, managers, managing members, or officers of the Enterprise
                                         in the course of their duties, or on the advice of legal counsel for the Enterprise,
                                         its Board, any committee of the Board or any director, trustee, general partner, manager,
                                         or managing member or on information or records given or reports made to the Enterprise,
                                         its Board, any committee of the Board or any director, trustee, general partner, manager
                                         or managing member by an independent certified public accountant or by an appraiser or
                                         other expert selected by the Enterprise, its Board, any committee of the Board or any
                                         director, trustee, general partner, manager or managing member.  The provisions
                                         of this Section 13.4 shall not be deemed to be exclusive or to limit in any way
                                         the other circumstances in which Indemnitee may be deemed or found to have met the applicable
                                         standard of conduct set forth in this Agreement.



 


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



 






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	14	REMEDIES OF INDEMNITEE




 


		14.1	In
                                         the event that (i) a determination is made pursuant to Section 12 of this Agreement
                                         that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement
                                         of Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant
                                         to Section 10 of this Agreement, (iii) no determination of entitlement to indemnification
                                         shall have been made pursuant to Section 12.1 of this Agreement within thirty (30)
                                         days after receipt by the Company of the request for indemnification, (iv) payment
                                         of indemnification is not made pursuant to Sections 5, 6, 7 or the last sentence of Section 12.1
                                         of this Agreement within ten (10) days after receipt by the Company of a written
                                         request therefor, (v) a contribution payment is not made in a timely manner pursuant
                                         to Section 8 of this Agreement, (vi) payment of indemnification pursuant to
                                         Section 3 or 4 of this Agreement is not made within ten (10) days after a determination
                                         has been made that Indemnitee is entitled to indemnification, or (vii) payment to
                                         Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or
                                         otherwise is not made within ten (10) days after receipt by the Company of a written
                                         request therefor, Indemnitee shall be entitled to an adjudication by the Cayman
                                         Court to such indemnification, hold harmless, exoneration, contribution or advancement
                                         rights.  Alternatively, Indemnitee, at his option, may seek an award in arbitration
                                         to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of
                                         the American Arbitration Association.  Except as set forth herein, the provisions
                                         of Cayman Islands law (without regard to its conflict of laws rules) shall apply to any
                                         such arbitration.  The Company shall not oppose Indemnitee’s right to seek
                                         any such adjudication or award in arbitration.



 


		14.2	In
                                         the event that a determination shall have been made pursuant to Section 12.1 of
                                         this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding
                                         or arbitration commenced pursuant to this Section 14 shall be conducted in all respects
                                         as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced
                                         by reason of that adverse determination.  In any judicial proceeding or arbitration
                                         commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled
                                         to be indemnified, held harmless, exonerated to receive advances of Expenses under this
                                         Agreement and the Company shall have the burden of proving Indemnitee is not entitled
                                         to be indemnified, held harmless, exonerated and to receive advances of Expenses, as
                                         the case may be, and the Company may not refer to or introduce into evidence any determination
                                         pursuant to Section 12.1 of this Agreement adverse to Indemnitee for any purpose. 
                                         If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee
                                         shall not be required to reimburse the Company for any advances pursuant to Section 10
                                         until a final determination is made with respect to Indemnitee’s entitlement to
                                         indemnification (as to which all rights of appeal have been exhausted or lapsed).



 


		14.3	If
                                         a determination shall have been made pursuant to Section 12.1 of this Agreement
                                         that Indemnitee is entitled to indemnification, the Company shall be bound by such determination
                                         in any judicial proceeding or arbitration commenced pursuant to this Section 14,
                                         absent (i) a misstatement by Indemnitee of a material fact, or an omission of a
                                         material fact necessary to make Indemnitee’s statement not materially misleading,
                                         in connection with the request for indemnification, or (ii) a prohibition of such
                                         indemnification under applicable law.



 






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



 


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



 


		14.6	Interest
                                         shall be paid by the Company to Indemnitee at a rate to be agreed between the Company
                                         and the Indemnitee for amounts which the Company indemnifies, holds harmless or exonerates,
                                         or is obliged to indemnify, hold harmless or exonerate for the period commencing with
                                         the date on which Indemnitee requests indemnification, to be held harmless, exonerated,
                                         contribution, reimbursement or advancement of any Expenses and ending with the date on
                                         which such payment is made to Indemnitee by the Company.



 


	15	SECURITY




 


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


 


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




 


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



 






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



 


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



 


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



 






    15


     


    

 


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



 


	17	DURATION OF AGREEMENT




 


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


 


	18	SEVERABILITY




 


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


 






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	19	ENFORCEMENT AND BINDING EFFECT




 


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



 


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



 


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



 


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



 


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



 






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	20	MODIFICATION AND WAIVER




 


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


 


	21	NOTICES




 


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


 


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




 


	 	(b)	If to the Company, to:




 


Thunder
Bridge Acquisition, Ltd. 

9912 Georgetown Pike


Suite
D203


Great
Falls, Virginia 22066


Attn:
Gary A. Simanson


 


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


 


Ellenoff
Grossman & Schole LLP


1345
Avenue of the Americas


New
York, New York 10105


Attn:
Stuart Neuhauser, Esq.


 


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


 


	22	APPLICABLE LAW AND CONSENT TO JURISDICTION




 


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


 






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	23	IDENTICAL COUNTERPARTS




 


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


 


	24	MISCELLANEOUS




 


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


 


	25	PERIOD OF LIMITATIONS




 


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


 


	26	ADDITIONAL ACTS




 


If
for the validation of any of the provisions in this Agreement any act, resolution, approval or other procedure is required, the
Company undertakes to cause such act, resolution, approval or other procedure to be affected or adopted in a manner that will
enable the Company to fulfil its obligations under this Agreement.


 


	27	WAIVER OF CLAIMS TO TRUST ACCOUNT




 


Indemnitee
hereby agrees that it does not have any right, title, interest or claim of any kind (each, a “Claim”) in or
to any monies in the trust account established in connection with the Company’s initial public offering for the benefit
of the Company and holders of shares issued in such offering, and hereby waives any Claim it may have in the future as a result
of, or arising out of, any services provided to the Company and will not seek recourse against such trust account for any reason
whatsoever.


 


		28.	MAINTENANCE
    OF INSURANCE 


 


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


 


[SIGNATURE
PAGE FOLLOWS]


 






    19


     


    

 


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


 


	 	THUNDER
    BRIDGE ACQUISITION, LTD.
	 	 
	 	By:	 
	 	 	Name:	Gary
    A. Simanson
	 	 	Title:	Chief
    Executive Officer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	 
	 	 	Address:
	 	 	 
	 	 	 


 


[Signature
Page to Indemnity Agreement]


 


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