Exhibit 10.8


 





INDEMNITY AGREEMENT


 


This Indemnity Agreement
(the “Agreement”), dated as of April ___, 2018, is entered into by and among Lola One Acquisition Corporation,
a Delaware corporation (the “Parent”), Amesite Inc., a Delaware corporation (“Amesite” and
together with the Parent, the “Companies”), and the undersigned Indemnitee (the “Indemnitee”).


 


W I T N E S S E T H:


 


WHEREAS, Indemnitee
is a director on the board of directors of the Parent (the “Board of Directors”) and/or an officer of the Parent
and in such capacity(ies) is performing valuable services for the Parent; and


 


WHEREAS, the Parent,
Lola One Acquisition Sub, Inc., a wholly-owned subsidiary of the Parent (the “Merger Sub”), and Amesite plan
to enter into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), pursuant to which
the Merger Sub shall merge with and into Amesite, with Amesite remaining as the surviving entity and a wholly-owned operating subsidiary
of the Parent (the “Merger”); and


 


WHEREAS, Indemnitee
is willing to continue to serve in such capacity(ies) until the Effective Time (as defined in the Merger Agreement) on the condition
that he be indemnified as herein provided; and


 


WHEREAS, it is intended
that Indemnitee shall be paid promptly by the Companies all amounts necessary to effectuate in full the indemnity provided herein.


 


NOW, THEREFORE, in
consideration of the premises and the covenants in this Agreement, and of Indemnitee and the Companies intending to be legally
bound hereby, the parties hereto agree as follows:


 


1. Services
by Indemnitee. Indemnitee agrees to serve as director or officer of the Parent, or both, so long as Indemnitee is duly appointed
or elected and qualified in accordance with the applicable provisions of the Certificate of Incorporation and bylaws of the Parent,
and until such time as Indemnitee resigns or fails to stand for election or is removed from Indemnitee’s positions. Indemnitee
may from time to time also perform other services at the request or for the convenience of, or otherwise benefiting the Parent.


 






     


     


    

 


2. Indemnification.
Subject to the limitations set forth herein and in Section 6 hereof, the Companies hereby agree to indemnify Indemnitee
as follows:


 


The Companies shall,
with respect to any Proceeding (as hereinafter defined) associated with Indemnitee acting in his official capacity as officer and
director of the Parent arising out of or pertaining to actions relating to the approval of and entering into the Merger Agreement,
the Transaction Documentation (as defined in the Merger Agreement), the Merger and each of the Contemplated Transactions (as defined
in the Merger Agreement), whether asserted or claimed prior to, at or after the Effective Time, indemnify Indemnitee to the fullest
extent permitted by Section 145 of the General Corporation Law of Delaware (the “DGCL”) and the Certificate
of Incorporation of the Parent in effect on the date hereof or as such law or Certificate of Incorporation may from time to time
be amended (but, in the case of any such amendment, only to the extent such amendment permits the Parent to provide broader indemnification
rights than the law or Certificate of Incorporation permitted the Parent to provide before such amendment). Notwithstanding the
foregoing, the Companies shall not be required to indemnify Indemnitee for acts or omissions of Indemnitee constituting fraud,
bad faith, gross negligence or intentional misconduct. The right to indemnification conferred herein and in the Certificate of
Incorporation shall be presumed to have been relied upon by Indemnitee in serving the Parent and shall be enforceable as a contract
right. Without in any way diminishing the scope of the indemnification provided by this Section 2, the Companies will
indemnify Indemnitee against Expenses (as hereinafter defined) and Liabilities (as hereinafter defined) actually and reasonably
incurred by Indemnitee or on their behalves in connection with the investigation, defense, settlement or appeal of such Proceeding.
In addition to, and not as a limitation of, the foregoing, the rights of indemnification of Indemnitee provided under this Agreement
shall include those rights set forth in Section 8 below. Notwithstanding the foregoing, the Companies shall be required
to indemnify Indemnitee in connection with a Proceeding commenced by Indemnitee (other than a Proceeding commenced by Indemnitee
to enforce Indemnitee’s rights under this Agreement) only if the commencement of such Proceeding was authorized by the Board
of Directors following the Effective Time. Notwithstanding anything to the contrary contained herein, the Companies shall have
no obligation to indemnify the Indemnitee to the extent such indemnification would not be permitted under Section 145 of the
DGCL or the Parent’s Certificate of Incorporation in effect on the date hereof.


 


3. Presumptions
and Effect of Certain Proceedings. Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to
indemnification under this Agreement and the Companies shall have the burden of proof to overcome that presumption in reaching
any contrary determination. The termination of any Proceeding by judgment, order, settlement, arbitration award or conviction,
or upon a plea of nolo contendere or its equivalent shall not affect this presumption or, except as determined by a judgment or
other final adjudication adverse to Indemnitee, establish a presumption with regard to any factual matter relevant to determining
Indemnitee’s rights to indemnification hereunder. If the person or persons so empowered to make a determination pursuant
to Section 5 hereof shall have failed to make the requested determination within ninety (90) days after any judgment,
order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or other
disposition or partial disposition of any Proceeding or any other event that could enable the Companies to determine Indemnitee’s
entitlement to indemnification, the requisite determination that Indemnitee is entitled to indemnification shall be deemed to have
been made.


 






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4. Advancement
of Expenses. To the extent not prohibited by law, the Companies shall advance the Expenses or Liabilities incurred by Indemnitee
in connection with any Proceeding, and such advancement shall be made within thirty (30) days after the receipt by the Companies
of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such
Expenses or Liabilities but, in the case of invoices in connection with legal services, any references to legal work performed
or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with
the invoice) and upon request of the Companies, an undertaking to repay the advancement of Expenses or Liabilities if and to the
extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee
is not entitled to be indemnified by the Companies. Advances shall be unsecured, interest free and without regard to Indemnitee’s
ability to repay the expenses. Advances shall include any and all Expenses and/or Liabilities actually and reasonably incurred
by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and
this right of advancement, including Expenses and/or Liabilities incurred preparing and forwarding statements to the Company to
support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking
providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately
determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to
be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding,
including any appeal therein. This Section 4 shall not apply to any claim made by Indemnitee for which indemnity is
excluded pursuant to Section 15(d)(ii).


 


5. Procedure
for Determination of Entitlement to Indemnification.


 


(a) Whenever
Indemnitee believes that Indemnitee is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written
request for indemnification or advancement of expenses to the Companies. Any request for indemnification or advancement of expenses
shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to
indemnification or advancement of expenses. In any event, Indemnitee shall submit Indemnitee’s claim for indemnification
or advancement of expenses within a reasonable time, not to exceed sixty (60) days after any judgment, order, settlement,
dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final termination, whichever
is the later date for which Indemnitee requests indemnification.


 


(b) Independent
Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification or advancement of expenses.
Determination of Indemnitee’s entitlement to indemnification or advancement of expenses shall be made not later than ninety
(90) days after the Companies’ receipt of Indemnitee’s written request for such indemnification or advancement
of expenses, provided that any request for indemnification or advancement of expenses for Liabilities, other than amounts paid
in settlement, shall have been made after a determination thereof in a Proceeding.


 


6. Specific
Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the Companies shall not be obligated
under this Agreement to make any indemnity or payment to Indemnitee in connection with any claim against Indemnitee:


 


(a) to
the extent that payment is actually made to Indemnitee under any insurance policy, contract, agreement or otherwise or is made
to Indemnitee by either of the Companies or affiliates otherwise than pursuant to this Agreement. Notwithstanding the availability
of such insurance, Indemnitee also may claim indemnification from the Companies pursuant to this Agreement by assigning to the
Companies any claims under such insurance to the extent Indemnitee is paid by the Companies;


 






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(b) for
Liabilities in connection with Proceedings settled without the Companies’ consent, which consent, however, shall not be unreasonably
withheld;


 


(c) in
no event shall the Companies be liable to pay the fees and disbursements of more than one counsel in any single Proceeding except
to the extent that, in the opinion of counsel of the Indemnitee, the Indemnitee has conflicting interests in the outcome of such
Proceeding;


 


(d) to
the extent it would be otherwise prohibited by law, if so established by a judgment or other final adjudication adverse to Indemnitee;


 


(e) for
an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Companies within
the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory
law or common law; or


 


(f) 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 Companies or their directors, officers, employees or other indemnitees, unless
(i) the commencement of such Proceeding was authorized by the Board of Directors (or any part of any Proceeding) prior to
its initiation and following the Effective Time, or (ii) the Company provides the indemnification, in its sole discretion,
pursuant to the powers vested in the Company under applicable law.


 


7. Fees
and Expenses of Independent Legal Counsel. The Companies agree to pay the reasonable fees and expenses of Independent Legal
Counsel and to fully indemnify such Independent Legal Counsel against any and all expenses and losses incurred by any of them arising
out of or relating to this Agreement or their engagement pursuant hereto.


 


8. Remedies
of Indemnitee.


 


(a) In
the event that (i) a determination pursuant to Section 5 hereof is made that Indemnitee is not entitled to indemnification,
(ii) payment has not been timely made following a determination of entitlement to indemnification pursuant to this Agreement,
or (iii) Indemnitee otherwise seeks enforcement of this Agreement, Indemnitee shall be entitled to a final adjudication in
a court of competent jurisdiction in the State of Delaware of the remedy sought.


 


(b) If
a determination that Indemnitee is entitled to indemnification has been made pursuant to Section 5 hereof, or is deemed
to have been made pursuant to Section 5 hereof or otherwise pursuant to the terms of this Agreement, the Companies
shall be bound by such determination in the absence of a misrepresentation or omission of a material fact by Indemnitee in connection
with such determination.


 


(c) The
Companies shall be precluded from asserting that the procedures and presumptions of this Agreement are not valid, binding and enforceable.
The Companies shall stipulate in any such court or before any such arbitrator that the Companies are bound by all the provisions
of this Agreement and are precluded from making any assertion to the contrary.


 


(d) Expenses
reasonably incurred by Indemnitee in connection with Indemnitee’s request for indemnification under, seeking enforcement
of or to recover damages for breach of this Agreement shall be borne by the Companies when and as incurred by Indemnitee, to the
extent it is determined that Indemnitee is entitled to indemnification hereunder.


 






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9. Contribution.
To the fullest extent permissible under applicable law, in the event the Companies are obligated to indemnify Indemnitee under
this Agreement and the indemnification provided for herein is unavailable to Indemnitee for any reason whatsoever, the Companies,
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 Companies 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 Companies (and their respective directors,
officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).


 


10. Modification,
Waiver, Termination and Cancellation. No supplement, modification, termination, cancellation or amendment of this Agreement
shall be binding unless executed in writing by all of 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 hereof (whether or not similar), nor shall such waiver constitute
a continuing waiver.


 


11. Subrogation.
In the event of any payment under this Agreement, the Companies 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 shall do everything that may be necessary to secure
such rights, including the execution of such documents necessary to enable the Companies effectively to bring suit to enforce such
rights.


 


12. Notice
by Indemnitee and Defense of Claim. Indemnitee shall promptly notify the Companies in writing upon being served with any summons,
citation, subpoena, complaint, indictment, information or other document relating to any matter, whether civil, criminal, administrative
or investigative, but the omission so to notify the Companies will not relieve it from any liability that it may have to Indemnitee
if such omission does not prejudice the Companies’ rights. If such omission does prejudice the Companies’ rights, the
Companies will be relieved from liability only to the extent of such prejudice; nor will such omission relieve the Companies from
any liability that they may have to Indemnitee otherwise than under this Agreement.


 






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13. Notices.
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly delivered and received
hereunder (a) one business day after being sent for next business day delivery, fees prepaid, via a reputable international
overnight courier service, (b) upon delivery in the case of delivery by hand, or (c) on the date delivered in the place
of delivery if sent by email or facsimile (with a written or electronic confirmation of delivery from the recipient, excluding,
in the case of email, any automated response) prior to 6:00 p.m. Pacific time, otherwise on the next succeeding business day,
in each case to the intended recipient as set forth below:


  


	 	(a)	If to the Parent	Lola One Acquisition Corporation
	 	 	(prior to closing):	
        2255 Glades Road, Suite 324A

        Boca Raton, Florida

        Attn: Ian Jacobs, CEO

	 	 	 	
        Facsimile: N/A

        Email: ian@montrosecapital.com



 


	 	(b)	If to Amesite:	Amesite Inc.
	 	 	 	205 East Washington Street
	 	 	 	Suite B
	 	 	 	Ann Arbor, Michigan 48104
	 	 	 	Attn:  Ann Marie Sastry, CEO
	 	 	 	Facsimile:  N/A
	 	 	 	Email:  ams@amesite.com


 


	 	(c)	If to Indemnitee:	The address set forth on the signature page hereto.


 







or any party may change the address to
which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other parties notice
in the manner herein set forth.


 


14. Exclusivity.
Without limiting any right of the Indemnitee to recover from, or make a claim under, any directors’ and officers’ liability
insurance policies maintained by the Companies, the rights of Indemnitee hereunder shall be the exclusive rights to which Indemnitee
is entitled under applicable law, the Companies’ Certificates of Incorporation or bylaws, or any agreements, vote of stockholders,
resolution of the Boards of Directors or otherwise, with respect to any Proceeding (as hereinafter defined) associated with Indemnitee
acting in his official capacity as officer and director of the Parent arising out of or pertaining to actions relating to the approval
of and entering into the Merger Agreement, the Transaction Documentation (as defined in the Merger Agreement), the Merger and each
of the Contemplated Transactions (as defined in the Merger Agreement), whether asserted or claimed prior to, at or after the Effective
Time.


 


15. Certain
Definitions.


 


(a) “Expenses”
shall include all direct and indirect costs (including, without limitation, attorneys’ fees, retainers, court costs, transcripts,
fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery
service fees, all other disbursements or out-of-pocket expenses) actually and reasonably incurred in connection with either the
investigation, defense, settlement or appeal of a Proceeding or establishing or enforcing a right to indemnification under this
Agreement, applicable law or otherwise; provided, however, that “Expenses” shall not include any Liabilities.


 


(b) “Independent
Legal Counsel” means a law firm or a member of a firm selected by the Companies and approved by Indemnitee (which approval
shall not be unreasonably withheld). Notwithstanding the foregoing, the term “Independent Legal 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 Companies or Indemnitee in an action to determine Indemnitee’s right to indemnification under
this Agreement.


 






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(c) “Liabilities”
means liabilities of any type whatsoever including, but not limited to, any judgments, fines, ERISA excise taxes and penalties,
penalties and amounts paid in settlement (including all interest assessments and other charges paid or payable in connection with
or in respect of such judgments, fines, penalties or amounts paid in settlement) of any Proceeding.


 


(d) “Proceeding”
means any threatened, pending or completed action, claim, suit, arbitration, alternative dispute resolution mechanism, investigation,
administrative hearing or any other proceeding, whether civil, criminal, administrative or investigative, that (i) is associated
with Indemnitee’s actions as an officer and/or director of the Parent arising out of or pertaining to actions relating to
the approval of and entering into the Merger Agreement, the Transaction Documentation, the Merger and each of the Contemplated
Transactions (as defined in the Merger Agreement), whether asserted or claimed prior to, at or after the Effective Time, absent
fraud, bad faith, gross negligence or intentional misconduct, including any action brought by or in the right of the Parent or
Amesite, and (ii) is not initiated or brought by one or more of the Indemnitee.


 


16. Binding
Effect; Duration and Scope of Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable
by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger,
consolidation or otherwise to all or substantially all of the business or assets of the Companies), spouses, heirs and personal
and legal representatives. This Agreement shall continue in effect for five (5) years subsequent to the date of this Agreement,
regardless of whether Indemnitee continues to serve as director or an officer of the Parent.


 


17. Severability.
If any provision or provisions of this Agreement (or any portion thereof) 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 shall not in any way be affected or impaired
thereby; and


 


(b) to
the fullest extent legally possible, the provisions of this Agreement shall be construed so as to give effect to the intent of
any provision held invalid, illegal or unenforceable.


 


18. Governing
Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, as
applied to contracts between Delaware residents entered into and to be performed entirely within the State of Delaware, without
regard to conflict of laws rules.


 


19. Consent
to Jurisdiction. The Companies and Indemnitee each irrevocably consent to the jurisdiction of the courts of the State of Delaware
for all purposes in connection with any action or Proceeding that arises out of or relates to this Agreement and agree that any
action instituted under this Agreement shall be brought only in the state courts of the State of Delaware.


 


20. Entire
Agreement. This Agreement represents the entire agreement between the parties hereto, and there are no other agreements, contracts
or understandings between the parties hereto with respect to the subject matter of this Agreement.


 


21. 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. This Agreement and any documents relating to it may be executed
and transmitted to any other party by facsimile or email of a PDF, which facsimile or PDF shall be deemed to be, and utilized in
all respects as, an original, wet-inked document.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed as of the date first written above.


 


	 	Lola
    One Acquisition Corporation
	 	 
	 	By:	 
	 	Name: 	           
	 	Its:	 


 


	 	Amesite
    Inc.
	 	 	 
	 	By:	 
	 	Name: 	    
	 	Its:	 



 


	 	Indemnitee
	 	 	 
	 	By:	 
	 	Name:  	     
	 	Address: 	 
	 	 	 


 


 





[Signature Page to Indemnity Agreement]