Exhibit
10.3


 


INDEMNIFICATION
AGREEMENT


 


This
Indemnification Agreement (this “Agreement”) is made as of [  ] 2020 by and between GAN Limited,
a Bermuda exempted company limited by shares (the “Company”), in its own name and on behalf of its direct and
indirect subsidiaries, and [  ], an individual (“Indemnitee”).


 


RECITALS:


 


WHEREAS,
directors, officers, employees, controlling persons, fiduciaries and other agents (“Representatives”) in service
to companies 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,
highly competent persons have become more reluctant to serve as Representatives unless they are provided with adequate protection
through insurance and adequate indemnification against inordinate risks of claims and actions against them arising out of their
service to and activities on behalf of the company or business enterprise;


 


WHEREAS,
the Board of Directors of the Company (the “Board”) has determined that the increased difficulty in attracting
and retaining highly competent persons 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 protection against inordinate risks of claims and
actions against them arising out of their service to and activities on behalf of the Company;


 


WHEREAS,
(a) the Bye-laws of the Company dated April 13, 2020 (the “Bye-laws”) require indemnification of the
officers and directors of the Company and (b) the Companies Act 1981 of Bermuda (as amended) (the “Companies
Act”) expressly provides that the indemnification provisions contemplated therein may be in any or arrangement between
the Company and its Representatives;


 


WHEREAS,
this Agreement is a supplement to and in furtherance of 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; and


 


WHEREAS,
(a) Indemnitee does not regard the protection available under the Bye-laws and insurance as adequate in the present circumstances,
(b) Indemnitee may not be willing to serve or continue to serve as a Representative without adequate protection, (c) the Company
desires Indemnitee to serve in such capacity and (d) 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 such Indemnitee be so indemnified.


 


AGREEMENT:


 


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. Definitions


 


	(a)	As
    used in this Agreement:


 


“Agreement”
shall have the meaning ascribed to such term in the Preamble hereto.


 


“Board”
shall have the meaning ascribed to such term in the Recitals hereto.


 


“Bye-laws”
shall have the meaning ascribed to such term in the Recitals hereto.


 


“Corporate
Status” describes the status of an individual who is or was a Representative of an Enterprise.


 


“Companies
Act” shall have the meaning ascribed to such term in the Recitals hereto.


 




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“Company”
shall have the meaning ascribed to such term in the Preamble hereto.


 


“Enterprise”
shall mean the Company and any other Person, employee benefit plan, joint venture or other enterprise of which Indemnitee is or
was serving at the request of the Company as a Representative.


 


“Exchange
Act” shall mean the United States Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.


 


“Expenses”
shall be broadly construed and shall mean any and all reasonable costs, expenses, fees and charges, including, without limitation,
attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs,
printing and binding costs, telephone charges, postage, delivery service fees, 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, without limitation, (i)
expenses incurred in connection with any appeal resulting from, incurred by Indemnitee in connection with, arising out of, in
respect of or relating to, any Proceeding, including, without limitation, the premium, security for, and other costs relating
to any cost bond, supersedes bond, or other appeal bond or its equivalent, (ii) for purposes of Section 11(d) only, expenses incurred
by Indemnitee in connection with the interpretation, enforcement or defence of Indemnitee’s rights under this Agreement,
by litigation or otherwise, (iii) 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 (on a grossed up basis) and (iv) any interest, assessments or other charges
in respect of the foregoing.


 


“Indemnitee”
shall have the meaning ascribed to such term in the Preamble hereto.


 


“Indemnity
Obligations” shall mean all obligations of the Company to Indemnitee under this Agreement, including, without limitation,
the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.


 


“Independent
Counsel” shall mean a law firm, or a member of a law firm, that is experienced in matters of company law and neither
presently is, nor in the past five (5) 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 giving rise to a claim for indemnification; provided,
however, that 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.


 


“Liabilities”
shall mean all claims, liabilities, damages, losses, judgments, orders, fines, penalties and other amounts payable in connection
with, arising out of, in respect of or relating to or occurring as a direct or indirect consequence of any Proceeding, including,
without limitation, amounts paid in whole or partial settlement of any Proceeding, all Expenses in complying with any judgment,
order or decree issued or entered in connection with any Proceeding or any settlement agreement, stipulation or consent decree
entered into or issued in settlement of any Proceeding, and any consequential damages resulting from any Proceeding or the settlement,
judgment, or result thereof.


 


“Person”
shall mean any individual, company, partnership, limited partnership, limited liability company, trust, governmental agency or
body or any other legal entity.


 


“Proceeding”
shall mean any threatened, pending or completed action, claim, suit, arbitration, alternate dispute resolution mechanism, formal
or informal hearing, inquiry or investigation, litigation, administrative hearing or any other actual, threatened or completed
judicial, administrative or arbitration proceeding (including, without limitation, any such proceeding under the United States
Securities Act of 1933, as amended, or the Exchange Act or any other federal law, state law, statute or regulation), whether brought
in the right of the Company or otherwise, and whether of a civil, criminal, administrative or investigative nature, in which Indemnitee
was, is or will be, or is threatened to be, involved as a party or witness or otherwise involved, affected or injured (i) by reason
of the fact that Indemnitee is or was a Representative of the Company, (ii) by reason of any actual or alleged action taken by
Indemnitee or of any action on Indemnitee’s part while acting as Representative of the Company or (iii) by reason of the
fact that Indemnitee is or was serving at the request of the Company as a Representative of another Person, 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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“Representatives”
shall have the meaning ascribed to such term in the Recitals hereto.


 


“Submission
Date” shall have the meaning ascribed to such term in Section 9(b).


 


	(b)	For
    the purpose hereof, 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, without limitation, any service as
    a Representative of the Company which imposes duties on, or involves services by, such Representative with respect to an employee
    benefit plan, its participants or beneficiaries; and a Person who acted in good faith and in a manner he 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 manner “not opposed to the best interests of the Company” as referred to in this Agreement.


 


Section
2. Indemnity in Third-Party Proceedings


 


The
Company shall indemnify and hold harmless Indemnitee, to the fullest extent permitted by applicable law, from and against all
Liabilities and Expenses suffered or incurred by Indemnitee or on Indemnitee’s behalf in connection with or as a consequence
of any Proceeding (other than any Proceeding brought by or in the right of the Company to procure a judgment in its favour which
shall be governed by the provisions set forth in Section 3 below) 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. For the avoidance of doubt, a finding,
admission or stipulation that an Indemnitee has acted with gross negligence or recklessness shall not, of itself, create a presumption
that such Indemnitee has failed to meet the standard or conduct required for indemnification in this Section 2.


 


Section
3. Indemnity in Proceedings by or in the Right of the Company


 


The
Company shall indemnify and hold harmless Indemnitee, to the fullest extent permitted by applicable law, from and against all
Liabilities and Expenses suffered or incurred by Indemnitee or on Indemnitee’s behalf in connection with or as a consequence
of any Proceeding brought by or in the right of the Company to procure a judgment in its favour, 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 for Liabilities and Expenses shall be made under this Section 3 in respect of any claim, issue
or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the
extent that the Bermuda courts or any court in which the Proceeding was brought shall determine upon application that, despite
the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled
to indemnification. For the avoidance of doubt, a finding, admission or stipulation that an Indemnitee has acted with gross negligence
or recklessness shall not, of itself, create a presumption that such Indemnitee has failed to meet the standard or conduct required
for indemnification in this Section 3.


 


Section
4. Indemnification for Expenses of a Party Who is Wholly or Partly Successful


 


Notwithstanding
any other provisions of this Agreement, and without limiting the rights of Indemnitee under any other provision hereof, to the
extent that (a) Indemnitee is a party to (or a participant in) any Proceeding, (b) the Company is not permitted by applicable
law to indemnify Indemnitee with respect to any claim brought in such Proceeding if such claim is asserted successfully against
Indemnitee and (c) Indemnitee is not wholly successful in such Proceeding, but is successful, on the merits or otherwise (including,
without limitation, settlement thereof), as to one or more but less than all claims, issues or matters in such Proceeding, then
the Company shall indemnify Indemnitee, to the fullest extent permitted by applicable law, against all Liabilities and Expenses
actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf, in connection with or as a consequence of each
successfully resolved claim, issue or matter. For purposes of this Section 4 and without limitation, the termination of any claim,
issue or matter in such a Proceeding by settlement (with or without payment of money or other consideration), entry of a plea
of nolo contendere or by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim,
issue or matter.


 


Section
5. Indemnification for Expenses of a Witness


 


Notwithstanding
any other provision of this Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness
in any Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified to the fullest extent permitted by applicable
law against all Liabilities and Expenses suffered or incurred by him or on his behalf in connection therewith.


 




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Section
6. Additional Indemnification


 


Notwithstanding
any limitation in Sections 2, 3 or 4, 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, without limitation, a Proceeding
by or in the right of the Company to procure a judgment in its favour), against all Liabilities and Expenses suffered or incurred
by Indemnitee in connection with such Proceeding:


 


	(a)	to
    the fullest extent permitted by the provision of the Companies Act that authorizes or contemplates additional indemnification
    by agreement, or the corresponding provision of any amendment to, or replacement of, the Companies Act, and
	 	 
	(b)	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 company may indemnify its officers and directors.


 


Section
7. Advances of Expenses


 


In
furtherance of the requirement of bye-law 118 of the Bye-laws and notwithstanding any provision of this Agreement to the
contrary, the Company shall advance, to the fullest extent permitted by law, Expenses incurred by Indemnitee in connection with
any Proceeding, and such advancement shall be made within ten (10) 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 Expenses and without
regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall
include any and all Expenses incurred pursuing an action to enforce this right of advancement, including, without limitation,
Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee shall qualify
for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking, providing
that Indemnitee undertakes to repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled
to be indemnified by the Company.


 


Section
8. Procedure for Notification and Defence of Claim


 


	(a)	Indemnitee
    shall notify the Company in writing of any Proceeding 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. Any delay or failure 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 or failure
    in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement.
	 	 
	(b)	In
    the event Indemnitee is entitled to indemnification and/or advancement of Expenses with respect to any Proceeding, Indemnitee
    may, at Indemnitee’s option, (i) retain legal counsel selected by Indemnitee and approved by the Company (which approval
    shall not be unreasonably withheld, conditioned or delayed) to defend Indemnitee in such Proceeding, at the sole expense of
    the Company or (ii) have the Company assume the defence of Indemnitee in the Proceeding, in which case the Company shall assume
    the defence of such Proceeding with legal counsel selected by the Company and approved by Indemnitee (which approval shall
    not be unreasonably withheld, conditioned or delayed) within ten (10) days of the Company’s receipt of written notice
    of Indemnitee’s election to cause the Company to do so. If the Company is required to assume the defence of any such
    Proceeding, it shall engage legal counsel for such defence, and shall be solely responsible for all Expenses of such legal
    counsel and otherwise of such defence. Such legal counsel may represent both Indemnitee and the Company (and/or any other
    party or parties entitled to be indemnified by the Company with respect to such matter) unless, in the reasonable opinion
    of legal counsel to Indemnitee, there is a conflict of interest between Indemnitee and the Company (or any other such party
    or parties) or there are legal defences available to Indemnitee that are not available to the Company (or any such other party
    or parties). Notwithstanding either party’s assumption of responsibility for defence of a Proceeding, each party shall
    have the right to engage separate legal counsel at its own expense. The party having responsibility for defence of a Proceeding
    shall provide the other party and its legal counsel with all copies of pleadings and material correspondence relating to the
    Proceeding. Indemnitee and the Company shall reasonably cooperate in the defence of any Proceeding with respect to which indemnification
    is sought hereunder, regardless of whether the Company or Indemnitee assumes the defence thereof. Indemnitee may not settle
    or compromise any Proceeding without the prior written consent of the Company (which consent shall not be unreasonably withheld,
    conditioned or delayed). The Company may not settle or compromise any proceeding without the prior written consent of Indemnitee
    (which consent shall not be unreasonably withheld, conditioned or delayed).


 




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Section
9. Procedure Upon Application for Indemnification


 


	(a)	Upon
    written request by Indemnitee for indemnification pursuant to Section 8(a), the Company shall advance Expenses necessary to
    defend against a claim pursuant to Section 7 hereof. If any determination by the Company is required by applicable law with
    respect to Indemnitee’s ultimate entitlement to indemnification, such determination shall be made (i) if Indemnitee
    shall request such determination be made by the Independent Counsel, by the Independent Counsel and (ii) in all other circumstances,
    in any manner permitted by the Companies Act. Indemnitee shall cooperate with the Person(s) making such determination with
    respect to Indemnitee’s entitlement to indemnification, including, without limitation, providing to such Person(s),
    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 Expenses incurred by Indemnitee
    in so cooperating with the Person(s) 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 will not deny any written request for indemnification hereunder made in good faith by Indemnitee
    unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 9(a) has been
    made. The Company agrees to pay Expenses of the Independent Counsel referred to above and to fully indemnify the Independent
    Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its
    engagement pursuant hereto.
	 	 
	(b)	In
    the event that the determination of entitlement to indemnification is to be made by the Independent Counsel pursuant to Section
    9(a) hereof, (i) the Independent Counsel shall be selected by the Company within ten (10) days of the Submission Date, (ii)
    the Company shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and
    (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company
    Indemnitee’s written objection to such selection. Absent a timely objection, the Person so selected shall act as the
    Independent Counsel. If a timely objection is made by Indemnitee, the Person so selected may not serve as the Independent
    Counsel unless and until such objection is withdrawn. If no Independent Counsel shall have been selected (whether due to a
    failure of the Company to appoint such Independent Counsel, an un-withdrawn objection from Indemnitee with respect to the
    person so appointed or otherwise) before the later of (i) thirty (30) days after the submission by Indemnitee of a written
    request for indemnification pursuant to Section 9(a) hereof (the date of such submission, the “Submission Date”)
    and (ii) ten (10) days after the final disposition of the Proceeding for which indemnity is sought, then (x) each of the Company
    and Indemnitee shall select a Person meeting the qualifications to serve as the Independent Counsel and (y) such Persons shall
    (collectively) select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant
    to Section 11(a) of this Agreement, the 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
10. Presumptions and Effect of Certain Proceedings


 


	(a)	In
    making a determination with respect to entitlement to indemnification hereunder, the Person(s) making such determination shall,
    to the fullest extent permitted by law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee
    has submitted a request for indemnification in accordance with Section 8(a) of this Agreement, and the Company shall, to the
    fullest extent permitted by law, have the burden of proof to overcome that presumption in connection with the making by any
    Person(s) of any determination contrary to that presumption. Neither the failure of the Company (including, without limitation,
    by its directors or independent legal 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, without limitation, by its directors or independent legal
    counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defence to the action or create a presumption
    that Indemnitee has not met the applicable standard of conduct.
	 	 
	(b)	Subject
    to Section 11(e), if the Person(s) empowered or selected under Section 9 hereof to determine whether Indemnitee is entitled
    to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request
    therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent permitted by law, be
    deemed to have been made and Indemnitee shall be entitled to such indemnification, absent a prohibition of such indemnification
    under applicable law; provided, however, that such sixty (60) day period may be extended for a reasonable time,
    not to exceed an additional thirty (30) days, if (i) the determination is to be made by the Independent Counsel and Indemnitee
    objects to the Company’s selection of the Independent Counsel and (ii) the Independent Counsel ultimately selected requires
    such additional time for the obtaining or evaluating of documentation and/or information relating thereto.
	 	 
	(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) 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 Indemnitee’s conduct was unlawful.
	 	 
	(d)	Effect
    of Settlement. To the fullest extent permitted by law, settlement of any Proceeding without any finding of responsibility,
    wrongdoing or guilt on the part of Indemnitee with respect to claims asserted in such Proceeding shall constitute a conclusive
    determination that Indemnitee is entitled to indemnification hereunder with respect to such Proceeding.
	 	 
	(e)	Reliance
    as Safe Harbor. 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 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 or other expert selected with reasonable care by the Enterprise. The provisions
    of this Section 10(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee
    may be deemed to have met the applicable standard of conduct set forth in this Agreement.
	 	 
	(f)	Actions
    of Others. The knowledge and/or actions, or failure to act, of any Representative (other than Indemnitee) of the Enterprise
    shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.


 


Section
11. Remedies of Indemnitee


 


	(a)	Subject
    to Section 11(e), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is
    not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section
    7 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 9(a)
    of this Agreement within ninety (90) days after the Submission Date, (iv) payment of indemnification is not made pursuant
    to Section 4, 5 or 9(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 2, 3 or 6 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, Indemnitee, the benefits provided or intended to be provided to Indemnitee
    hereunder, Indemnitee shall be entitled to an adjudication by a court of Indemnitee’s entitlement to such indemnification
    and/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.
    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 9(a) of this Agreement that Indemnitee is not entitled
    to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 11 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 11, 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 9(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
    11, absent (i) a misstatement by Indemnitee of a material fact, or an omission by Indemnitee 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 fullest extent permitted by law, be precluded from asserting in any judicial proceeding or arbitration
    commenced pursuant to this Section 11 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 Indemnitee not be required to incur legal fees or other Expenses associated
    with the interpretation, enforcement or defence 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 Indemnitee hereunder.
    In addition, the Company shall indemnify Indemnitee against any and all such Expenses and, if requested by Indemnitee, shall
    (within ten (10) days after receipt by the Company of a written request therefor) advance, to the fullest extent permitted
    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, regardless of whether Indemnitee ultimately is determined to be entitled
    to such indemnification, advancement of Expenses or insurance recovery, as the case may be.
	 	 
	(e)	Notwithstanding
    anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall
    be required to be made prior to the final disposition of the Proceeding; provided that, in absence of any
    such determination with respect to such Proceeding, the Company shall pay Liabilities and advance Expenses with respect to
    such Proceeding as if Indemnitee had been determined to be entitled to indemnification and advancement of Expenses with respect
    to such Proceeding.


 


Section
12. 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 Bye-laws, any agreement, a vote
    of shareholders, 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 such
    Indemnitee in Indemnitee’s 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 or advancement of Expenses than
    would be afforded currently under the Bye-laws and/or this Agreement, it is the intent of the parties hereto that Indemnitee
    shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended
    to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every
    other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment
    of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right
    or remedy.


 




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	(b)	The
    Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance
    provided by one or more Persons with whom or which Indemnitee may be associated (including, without limitation, any Shareholder
    Entity). The Company hereby acknowledges and agrees that (i) the Company shall be the indemnitor of first resort with respect
    to any Proceeding, Expense, Liability or matter that is the subject of the Indemnity Obligations, (ii) the Company shall be
    primarily liable for all Indemnity Obligations and any indemnification afforded to Indemnitee in respect of any Proceeding,
    Expense, Liability or matter that is the subject of Indemnity Obligations, whether created by law, organizational or constituent
    documents, contract (including, without limitation, this Agreement) or otherwise, (iii) any obligation of any other Persons
    with whom or which Indemnitee may be associated (including, without limitation, any Shareholder Entity) to indemnify Indemnitee
    and/or advance Expenses to Indemnitee in respect of any proceeding shall be secondary to the obligations of the Company hereunder,
    (iv) the Company shall be required to indemnify Indemnitee and advance Expenses to Indemnitee hereunder to the fullest extent
    provided herein without regard to any rights Indemnitee may have against any other Person with whom or which Indemnitee may
    be associated (including, without limitation, any Shareholder Entity) or insurer of any such Person and (v) the Company irrevocably
    waives, relinquishes and releases any other Person with whom or which Indemnitee may be associated (including, without limitation,
    any Shareholder Entity) from any claim of contribution, subrogation or any other recovery of any kind in respect of amounts
    paid by the Company hereunder. In the event that any other Person with whom or which Indemnitee may be associated (including,
    without limitation, any Shareholder Entity) or their insurers advances or extinguishes any liability or loss that is the subject
    of any Indemnity Obligation owed by the Company or payable under any insurance policy provided under this Agreement, the payor
    shall have a right of subrogation against the Company or its insurer or insurers for all amounts so paid that would otherwise
    be payable by the Company or its insurer or insurers under this Agreement. In no event will payment of an Indemnity Obligation
    of the Company under this Agreement by any other Person with whom or which Indemnitee may be associated (including, without
    limitation, any Shareholder Entity) or their insurers, affect the obligations of the Company hereunder or shift primary liability
    for any Indemnity Obligation to any other Person with whom or which Indemnitee may be associated (including, without limitation,
    any Shareholder Entity). Any indemnification and/or insurance or advancement of Expenses provided by any other Person with
    whom or which Indemnitee may be associated (including, without limitation, any Shareholder Entity), with respect to any liability
    arising as a result of Indemnitee’s Corporate Status or capacity as an officer or director of any Person, is specifically
    in excess of any Indemnity Obligation of the Company or valid and any collectible insurance (including, without limitation,
    any malpractice insurance or professional errors and omissions insurance) provided by the Company under this Agreement, and
    any obligation to provide indemnification and/or insurance or advance Expenses provided by any other Person with whom or which
    Indemnitee may be associated (including, without limitation, any Shareholder Entity) shall be reduced by any amount that Indemnitee
    collects from the Company as an indemnification payment or advancement of Expenses pursuant to this Agreement.
	 	 
	(c)	The
    Company shall use commercially reasonable efforts to obtain and maintain in full force and effect an insurance policy or policies
    providing liability insurance for Representatives of the Company or of any other Enterprise, and 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
    Representative 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 maintains an insurance policy or policies providing liability insurance for Representatives of the Company
    or of any other Enterprise, the Company shall give prompt notice of the commencement of such proceeding to the insurers in
    accordance with the procedures set forth in the respective policy or 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.
	 	 
	(d)	In
    the event of any payment under this Agreement, the Company shall not be subrogated to, and hereby waives any rights to be
    subrogated to, any rights of recovery of Indemnitee, including, without limitation, rights of indemnification provided to
    Indemnitee from any other Person or entity with whom Indemnitee may be associated (including, without limitation, any Shareholder
    Entity) as well as any rights to contribution that might otherwise exist; provided, however, that the Company
    shall be subrogated to the extent of any such payment of all rights of recovery of Indemnitee under insurance policies of
    the Company or any of its subsidiaries.
	 	 
	(e)	The
    indemnification and contribution provided for in this Agreement will remain in full force and effect regardless of any investigation
    made by or on behalf of Indemnitee.


 




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Section
13. Duration of Agreement; Not Employment Contract


 


This
Agreement shall continue until and terminate upon the latest of: (a) ten (10) years after the date that Indemnitee shall have
ceased to serve as a Representative of the Company or any other Enterprise and (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 11 of this Agreement relating thereto. This Agreement shall
be binding upon the Company and its successors and assigns (including any successor by purchase, merger, consolidation or otherwise
to all or substantially all of the business or assets of the Company) and shall inure to the benefit of Indemnitee and Indemnitee’s
heirs, executors and administrators. The Company shall require and cause any direct or indirect successor (whether by purchase,
merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, by written agreement,
expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required
to perform if no such succession had taken place. 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 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 Representative of the Company, by the Bye-laws and the Companies Act.


 


Section
14. 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
15. 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 Representative of the Company, and the Company acknowledges that Indemnitee is
    relying upon this Agreement in serving as a Representative 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 Bye-laws
    and applicable law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
	 	 
	(c)	The
    Company shall not seek from a court, or agree to, a “bar order” which would have the effect of prohibiting or
    limiting Indemnitee’s rights to receive advancement of expenses under this Agreement.


 


Section
16. Modification and Waiver


 


No
supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the parties thereto. 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. The failure of any party to enforce any of the provisions of this
Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter
to enforce each and every provision of this Agreement in accordance with its terms.


 




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Section
17. Notices


 


All
notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been
duly given if (a) delivered by hand and receipted for by the party to whom said notice or other communication shall have been
directed, (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it
is so mailed, (c) mailed by reputable overnight courier and receipted for by the party to whom said notice or other communication
shall have been directed or (d) sent by facsimile transmission, with receipt of oral confirmation that such transmission has been
received:


 


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


 


GAN
Limited


Park
Place


55
Par la Ville Road


Hamilton
HM11


Bermuda


 


Email:
Bermuda.corporate@walkersglobal.com


Attention:
Company Secretary


 


with
copies to (which shall not constitute notice to the Company):


 


[  ]


 


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


 


Section
18. 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 the Proceeding in order to reflect (a) 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 (b) 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
19. 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 New York, without regard to its conflict of laws rules. 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 any federal court
(or, in the event of lack of federal jurisdiction, any state court) sitting in the Borough of Manhattan, City of New York, New
York, United States, (b) consent to submit to the exclusive jurisdiction of any federal court (or, in the event of lack of federal
jurisdiction, any state court) sitting in the Borough of Manhattan, City of New York, New York, United States 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 any federal court (or, in the event of lack of federal jurisdiction, any state court) sitting
in the Borough of Manhattan, City of New York, New York, United States and (d) waive, and agree not to plead or to make, any claim
that any such action or proceeding brought in any federal court (or, in the event of lack of federal jurisdiction, any state court)
sitting in the Borough of Manhattan, City of New York, New York, United States has been brought in an improper or inconvenient
forum.


 




    	-10-



    	 



    

 


Section
20. 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. Counterparts may be delivered via facsimile, electronic
mail (including pdf or any electronic signature) or other transmission method and any counterpart so delivered shall be deemed
to have been duly and validly delivered and be valid and effective for all purposes.


 


Section
21. 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.


 


[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.


 


	 	GAN
    LIMITED
	 	 
	 	 
	 	Name:
	 	Title:
	 	 
	 	INDEMNITEE:
	 	 
	 	 
	 	Name:
	 	Address:


 


[Signature
Page to Indemnification Agreement]


 




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