Exhibit 10.29


 


FORM OF INDEMNIFICATION AGREEMENT



 


This Indemnification Agreement (“Agreement”) is
made as of by and between International General Insurance Holdings Ltd., a Bermuda exempted company (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, 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 but, 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;


 


WHEREAS, 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;


 


WHEREAS, the Amended and Restated Bye-laws of the Company (the
“Bye-laws”) provide for indemnification of the officers and directors of the Company but expressly provide that the
indemnification provisions set forth therein are not exclusive and specifically 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, this Agreement is a supplement to and in furtherance
of the indemnification provided pursuant to the Bye-laws and any resolutions adopted pursuant thereto, and shall not be deemed
a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;


 


WHEREAS, the uncertainties relating to 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 directors and officers is detrimental to the best interests of the Company and its shareholders and
that the Company should act to assure such persons that there will be increased certainty of indemnification 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, directors and officers 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; and


 


WHEREAS, Indemnitee does not regard the protection available
under the Bye-laws and insurance as adequate in the present circumstances, and may not be willing to serve or continue to serve
as an officer, officer of a subsidiary or director without adequate protection, the Company desires Indemnitee to serve or continue
to serve in such capacity, and 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.


 






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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 a [director] [officer] [officer or director] [officer of a subsidiary] of the Company. 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 provisions contained in the Bye-laws. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee
has ceased to serve as an [officer] [director] [officer or director] [officer of a subsidiary] of the Company, as provided in Section
16 hereof.


 


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 Shares by Third Party. Any Person (as defined below), other than Wasef Jabsheh, is or becomes the Beneficial
Owner (as defined below), directly or indirectly, of shares of the Company representing twenty-five percent (25%) or more of the
combined voting power of the Company’s then issued and outstanding shares;



 


		(ii)	Change in Board of Directors. Any change in the composition of the Board which results in a change in a majority of the Board
which was not approved by or consented to by the Board prior to the change;



 


		(iii)	Corporate Transactions. The effective date of a merger, amalgamation or consolidation of the Company with any other entity,
other than a merger, amalgamation or consolidation which would result in the voting shares of the Company issued and outstanding
immediately prior to such merger, amalgamation or consolidation continuing to represent (either by remaining issued and outstanding
or by being converted into voting shares of the surviving entity) more than 51% of the combined voting power of the voting shares
of the surviving entity issued and outstanding immediately after such merger, amalgamation 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 shareholders 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.



 


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


 


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



 


		(2)	“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 corporation owned, directly or indirectly, by the shareholders of the Company in substantially the
same proportions as their ownership of shares in the Company.



 


		(3)	“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 shareholders of the Company
approving a merger or amalgamation of the Company with another entity.



 






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



 


		(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, company, 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.



 


		(f)	“Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of
experts and other professionals, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges,
postage, delivery service fees, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed
receipt of any payments under this Agreement, and all other disbursements or expenses of the types customarily incurred in connection
with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a 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, and (ii) 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, 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.



 


		(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)	“Indemnity Obligations” shall mean all obligations of the Company to Indemnitee under this Agreement, including
the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.



 


		(i)	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, 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 the fact that Indemnitee is
or was a director, officer or officer of a subsidiary of the Company, 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.



 






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		(j)	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.



 


		(k)	The meaning of the phrases “to the fullest extent permitted by applicable law” shall include, but not be limited
to:



 


		(1)	to the fullest extent permitted or not permitted by the Bye-laws;



 


		(2)	to the fullest extent permitted by the provisions of the Companies Act of 1981 of Bermuda (the “Companies Act”)
that authorize or contemplate indemnification by agreement, or the corresponding provision of any amendment to or replacement of
the Companies Act, and



 


		(3)	to the fullest extent authorized or permitted by any amendments to or replacements of the Companies Act adopted after the date
of this Agreement that increase the extent to which a corporation may indemnify its officers and directors, and officers of its
subsidiaries.



 


Section 3. Indemnity in Third-Party Proceedings. Subject
to Section 9, 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, by reason of Indemnitee’s Corporate Status. 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 for
indemnification to the fullest extent permitted by applicable law.


 


Section 4. Indemnity in Proceedings by or in the Right of
the Company. Subject to Section 9, 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 by reason of Indemnitee’s Corporate Status. 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 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 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, 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.


 


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 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.


 






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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. 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 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) by reason of Indemnitee’s Corporate Status.


 


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; or


 


(b) for (i) 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), (ii) 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 (or any similar
rule) or (iii) 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) (to the extent such provision
applies to the Company) or similar provisions of applicable law;


 


(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 or (ii) the Company provides the
indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or


 


(d) which extends to any matter in respect of any fraud or dishonesty
in relation to the Company which attaches to the Indemnitee.


 


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 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. Advances shall be unsecured and interest
free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s
ultimate entitlement to indemnification under the other provisions of this Agreement. 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) 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.
This Section 10 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 9.


 






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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. The written notification to the Company shall include a description
of the nature of the Proceeding and the facts underlying the 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.


 


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 shareholders 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 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.


 


(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 an applicable court of appropriate jurisdiction 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 an applicable court of appropriate jurisdiction 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).


 






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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 permitted by
applicable 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 permitted
by applicable law, 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.


 


(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 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; 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 shareholders 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 shareholders 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 shareholders 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.


 


(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) in the event that 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); provided, however, that the foregoing clause
shall not apply in respect of a proceeding brought by Indemnitee to enforce Indemnitee’s rights under Section 5 of this Agreement.
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.


 


(d) The Company shall, to the 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 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.


 


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 shall not be deemed exclusive of any other rights to which Indemnitee may at any time
be entitled under applicable law, the Company’s Memorandum of Association, the Bye-laws, 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 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 Bermuda law, whether by statute
or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Memorandum
of Association and Bye-laws 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.


 






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(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 (or for which advancement is provided hereunder) 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.


 


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] [officer] [director or officer] [officer of a subsidiary] of the Company 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 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, amalgamation,
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.


 


Section 17. 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 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, officer
or officer of a subsidiary of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving
or continuing to serve as a director, officer or officer of a subsidiary 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 Memorandum of Association, the Bye-laws and applicable law, and shall not be deemed a substitute
therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.


 


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.


 






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Section 20. Notice by Indemnitee. 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.


 


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 or (c) mailed by reputable
overnight courier and receipted for by the party to whom said notice or other communication shall have been directed:


 


(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:


 


International General Insurance Holdings Ltd.


74 Abdel Hamid Sharaf Street


P.O. Box 941428


Amman 11194, Jordan


 


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).


 


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 U.S. 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 may be brought in the Chancery Court of
the State of Delaware (the “Delaware Court”), (ii) consent to submit to the jurisdiction of the Delaware Court for
purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying
of venue of any such action or proceeding in the Delaware Court, and (iv) 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.


 


[Signature Page Follows]


 




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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.


 


	 	By:
    International General Insurance Holdings Ltd.
	 	 	 
	 	By:
    	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	[Indemnitee]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


 


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