Exhibit 10.5


    


FORM OF INDEMNITY AGREEMENT


   


THIS INDEMNITY AGREEMENT (this “Agreement”)
is made         , 2021, by and between Sieger Healthcare Acquisition Corp, a Cayman Islands exempted company (the “Company”),
and           (“Indemnitee”).


   


RECITALS


   


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


   


WHEREAS, the board of directors of the Company (the “Board”)
has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at
its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. Although the
furnishing of such insurance has been a customary and widespread practice among publicly traded companies and other business enterprises,
the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher
premiums and with more exclusions;


   


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


   


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


   


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


   


WHEREAS, the Second Amended and Restated Memorandum and
Articles of Association of the Company (the “Articles”) provide that the indemnification provisions set
forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the
Board, officers and other persons with respect to indemnification, hold harmless, exoneration, advancement and reimbursement rights.
This Agreement is a supplement to and in furtherance of the Articles and any resolutions adopted pursuant thereto, and shall not be
deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;


   


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


   


NOW, THEREFORE, in consideration of the premises and the covenants
contained herein and subject to the provisions of the letter agreement (commonly known as the “insider letter”) by and among
the Company, its officers, directors and Sponsor (as defined below), substantially in the form included as an exhibit to the registration
statement in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:


  






     


     


    

 


TERMS AND CONDITIONS


   


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


    


2. DEFINITIONS. As used in this Agreement:


   


(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, advisor, fiduciary or
other official of another company, 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) The terms “Beneficial Owner” and
 “Beneficial Ownership” shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange Act
(as defined below) as in effect on the date hereof.


   


(c) “Cayman Court” shall mean the courts
of the Cayman Islands.


   


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


   


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


   


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


    






     


     


    




  


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


   


(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 any successor rule) (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.


   


(e) “Companies Law” shall mean the Companies
Act (As Revised) of the Cayman Islands, as amended from time to time.


   


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


   


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


   


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


   


(i) “Exchange Act” shall mean the United
States Securities Exchange Act of 1934, as amended.


   


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


   


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


   


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


 






     


     


    

     


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


   


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


   


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


   


3. INDEMNITY IN THIRD-PARTY PROCEEDINGS. To the fullest extent
permitted by applicable law and the Articles, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the
provisions of this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent
or otherwise) in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor by reason
of Indemnitee’s Corporate Status. Pursuant to this Section 3, Indemnitee shall be indemnified, held harmless and exonerated
against all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and
other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement)
actually, and reasonably incurred by Indemnitee or on 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 he or she 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.


   


4. INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY.
To the fullest extent permitted by applicable law and the Articles, the Company shall indemnify, hold harmless and exonerate Indemnitee
in accordance with the provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to or a participant
(as a witness, deponent or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason
of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee shall be indemnified, held harmless and exonerated
against all Expenses actually and reasonably incurred by 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, hold harmless or exoneration for Expenses shall be made under this Section 4
in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company,
unless and only to the extent that any court in which the Proceeding was brought or the Cayman Court shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably
entitled to indemnification, to be held harmless or to exoneration.


 






     


     


    

    


5. INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR
PARTLY SUCCESSFUL. Notwithstanding any other provisions of this Agreement except for Section 27, to the extent that
Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the
merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall,
to the fullest extent permitted by applicable law and the Articles, indemnify, hold harmless and exonerate 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, to the fullest extent permitted by applicable law and the Articles, indemnify, hold harmless and
exonerate Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in
connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly successful in such Proceeding, the
Company also shall, to the fullest extent permitted by applicable law and the Articles, indemnify, hold harmless and exonerate
Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or
matter on which Indemnitee was successful. For purposes of this Section and without limitation, the termination of any claim,
issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such
claim, issue or matter.


   


6. INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding
any other provision of this Agreement except for Section 27, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate
Status, a witness or deponent in any Proceeding to which Indemnitee was or is not a party or threatened to be made a party, Indemnitee
shall, to the fullest extent permitted by applicable law and the Articles, be indemnified, held harmless and exonerated against all Expenses
actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.


   


7. ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS.
Notwithstanding any limitation in Sections 3, 4, or 5, except for Section 27, the Company shall, to the fullest extent permitted
by applicable law and the Articles, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be
made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all
Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable
in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably
incurred by Indemnitee in connection with the Proceeding. No indemnification, hold harmless or exoneration rights shall be available under
this Section 7 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to
the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation
of applicable law.


   


8. CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.


   


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


   


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


   


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


 






     


     


    

     


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


   


(a) for which payment has actually been received by or on behalf
of Indemnitee under any insurance policy or other indemnity or advancement provision and which payment has not subsequently been returned,
except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity
or advancement provision or otherwise;


   


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


   


(c) except as otherwise provided in Sections 14(f)-(g) hereof,
prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any
Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other
indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the
Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion, pursuant to the powers vested in the
Company under applicable law. Indemnitee shall seek payments or Advances from the Company only to the extent that such payments or Advances
are unavailable from any insurance policy of the Company covering Indemnitee.


   


10. ADVANCES OF EXPENSES; DEFENSE OF CLAIM.


   


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


   


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


   


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


   






     


     


    

 


11. PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.


   


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


       


(b) Indemnitee may deliver to the Company a written application
to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement. Such application(s) may be delivered from
time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such a written application
for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined according to Section 12(a) of
this Agreement.


   


12. PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.


   


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


   


(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). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection
be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel
so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined
in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee
advising Indemnitee of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets
the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee
or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver
to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may
be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel”
as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion.
Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and
substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or
a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission
by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been
selected and not objected to, either the Company or Indemnitee may petition the Cayman Court for resolution of any objection which shall
have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent
Counsel of a person selected by the Cayman Court, and the person with respect to whom all objections are so resolved or the person so
appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding
or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any
further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).


   


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


 






     


     


    

      


13. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.


   


(a) In making a determination with respect to entitlement to indemnification
hereunder, the person, persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under
this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 11(b) of this Agreement,
and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity
of any determination contrary to that presumption. Neither the failure of the Company (including by the Disinterested 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 the Disinterested 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) If the person, persons or entity empowered or selected under
Section 12 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within
thirty (30) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification
shall, to the fullest extent permitted by applicable law and the Articles, be deemed to have been made and Indemnitee shall be entitled
to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary
to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a final
judicial determination that any or all such indemnification is expressly prohibited under applicable law; provided, however, that such
30-day period may be extended for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons or entity
making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining
or evaluating of documentation and/or information relating thereto.


   


(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) by 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, manager, or officers of the Enterprise in
the course of their duties, or on the advice of legal counsel for the Enterprise, its Board, any committee of the Board or any director,
trustee, general partner, manager or managing member, or on information or records given or reports made to the Enterprise, its Board,
any committee of the Board or any director, trustee, general partner, manager or managing member, by an independent certified public
accountant or by an appraiser or other expert selected by the Enterprise, its Board, any committee of the Board or any director, trustee,
general partner, manager or managing member. The provisions of this Section 13(d) shall not be deemed to be exclusive
or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct
set forth in this Agreement.


   


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


  






     


     


    

 


14. REMEDIES OF INDEMNITEE.


   


(a) In the event that (i) a determination is made pursuant
to Section 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of
Expenses, to the fullest extent permitted by applicable law and the Articles, 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 thirty (30) days (or such longer period as may have been extended as described in Section 13(b)) after receipt by the
Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5, 6, 7 or the last
sentence of Section 12(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor,
(v) a contribution payment is not made in a timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification
pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee
is entitled to indemnification, or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement
or otherwise is not made in accordance with this Agreement, Indemnitee shall be entitled to an adjudication by the Cayman Court to
such indemnification, hold harmless, exoneration, contribution or advancement rights. 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. Except as set forth herein, the provisions of Cayman Islands law (without regard to its conflict of
laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or
award in arbitration.


       


(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.


   


(c) In any judicial proceeding or arbitration commenced
pursuant to this Section 14, Indemnitee shall be presumed to be entitled to be indemnified, held harmless, exonerated and
to receive advancement of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled
to be indemnified, held harmless, exonerated and to receive advancement of Expenses, as the case may be, and the Company may not
refer to or introduce into evidence any determination pursuant to Section 12(a) of this Agreement adverse to Indemnitee
for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee
shall not be required to reimburse the Company for any advances pursuant to Section 10 until a final determination is made with
respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).


   


(d) 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.


   


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


   


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


   


(g) Interest shall be paid by the Company to Indemnitee at the
legal rate under New York law for amounts which the Company indemnifies, holds harmless or exonerates, or advances, or is obliged to indemnify,
hold harmless or exonerate or advance for the period commencing with the date on which Indemnitee requests indemnification, to be held
harmless, exonerated, contribution, reimbursement or advancement of any Expenses and ending with the date on which such payment is made
to Indemnitee by or on behalf of the Company.


 






     


     


    

      


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


   


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


   


(a) The rights of Indemnitee as provided by this Agreement shall
not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Articles, any agreement,
a vote of shareholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision
hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding
is first threatened, commenced or completed) or claim, issue or matter therein arising out of, or related to, any action taken or omitted
by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal, except as may otherwise be expressly
set forth in such amendment, alteration or repeals and mutually agreed by Indemnitee and the Company. To the extent that a change in applicable
law, whether by statute or judicial decision, permits greater indemnification, hold harmless or exoneration rights or advancement
of Expenses than would be afforded currently under the Articles or this Agreement, 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) The Companies Law and the Articles permit the Company to purchase
and maintain insurance or furnish similar protection or make other arrangements including, but not limited to, providing a trust fund,
letter of credit, or surety bond (“Indemnification Arrangements”) on behalf of Indemnitee against any liability
asserted against Indemnitee or incurred by or on behalf of Indemnitee or in such capacity as a director, officer, employee or agent of
the Company, or arising out of Indemnitee’s status as such, whether or not the Company would have the power to indemnify Indemnitee
against such liability under the provisions of this Agreement or under the Companies Law, as it may then be in effect. The purchase, establishment,
and maintenance of any such Indemnification Arrangement shall not in any way limit or affect the rights and obligations of the Company
or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company
and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under
any such Indemnification Arrangement.


   


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


 






     


     


    

  


(d) In the event of any payment under this Agreement, the Company,
to the fullest extent permitted by applicable law and the Articles, 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.


       


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


   


(f) To the extent Indemnitee has rights to indemnification, advancement
of expenses and/or insurance provided by Sponsor or its affiliates as applicable, subject to Section 27, (i) the Company shall
be the indemnitor of first resort (i.e., that its obligations to Indemnitee are primary and any obligation of Sponsor or its affiliates,
as applicable, to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary),
(ii) the Company shall be required to advance the full amount of expenses incurred by Indemnitee and shall be liable for the full
amount of all claims, liabilities, damages, losses, costs and expenses (including amounts paid in satisfaction of judgments, in compromises
and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim
or alleged claim) to the extent legally permitted and as required by the terms of this Agreement, the Company’s organizational documents
or other agreement, without regard to any rights Indemnitee may have against the Sponsor or its affiliates, as applicable, and (iii) the
Company irrevocably waives, relinquishes and releases the Sponsor and its affiliates, as applicable, from any and all claims against them
for contribution, subrogation or any other recovery of any kind in respect thereof. No advancement or payment by Sponsor or its affiliates,
as applicable, on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall
affect the foregoing, and the Sponsor and its affiliates, as applicable, shall have a right of contribution and be subrogated to the extent
of such advancement or payment to all of the rights of recovery of Indemnitee against the Company.


   


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


   


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


 






     


     


    

  


19. ENFORCEMENT AND BINDING EFFECT.


   


(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
key employee of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer
or key employee of the Company.


       


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


   


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


   


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


   


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


   


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


   


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


   


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


   






     


     


    

 


(b) If to the Company, to:


   


Sieger Healthcare Acquisition Corp   


c/o Sieger Healthcare LLC 

22/F New World Tower 2 

16-18 Queen’s Road Central, Central

 Hong Kong  


Attention: Xuan Sun


   


With a copy, which shall not constitute notice, to


   


Cleary Gottlieb Steen & Hamilton (Hong Kong)


37 Floor, Hysan Place   


500 Hennessy Road, Hong Kong   


Attn: Shuang Zhao  


 


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


   


22. APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement
and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of
New York, 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, to the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree
that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Cayman Court and not in
any state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive
jurisdiction of the Cayman Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive
any objection to the laying of venue of any such action or proceeding in the Cayman Court; and (d) waive, and agree not to plead
or to make, any claim that any such action or proceeding brought in the Cayman Court has been brought in an improper or inconvenient forum,
or is subject (in whole or in part) to a jury trial. To the fullest extent permitted by law, the parties hereby agree that the mailing
of process and other papers in connection with any such action or proceeding in the manner provided by Section 21 or in such other
manner as may be permitted by law, shall be valid and sufficient service thereof.


   


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


   


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


   


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


   


26. ADDITIONAL ACTS. If for the validation of any of the provisions
in this Agreement any act, resolution, approval or other procedure is required to the fullest extent permitted by law, the Company undertakes
to cause such act, resolution, approval or other procedure to be affected or adopted in a manner that will enable the Company to
fulfill its obligations under this Agreement.


   


27. WAIVER OF CLAIMS TO TRUST ACCOUNT. Indemnitee hereby agrees
that it does not have any right, title, interest or claim of any kind (each, a “Claim”) in or to any monies
in the trust account established in connection with the Company’s initial public offering for the benefit of the Company and holders
of shares issued in such offering, and hereby waives any Claim it may have in the future as a result of, or arising out of, any services
provided to the Company and will not seek recourse against such trust account for any reason whatsoever. Accordingly, Indemnitee
acknowledges and agrees that any indemnification provided hereto will only be able to be satisfied by the Company if (i) the Company
has sufficient funds outside of the trust account to satisfy its obligations hereunder or (ii) the Company consummates an initial
business combination.


       






     


     


    

 


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


   


29. INTERPRETATION In this Agreement:


   


(a) words importing the singular number include the plural number
and vice versa; words importing the masculine gender include the feminine gender;


   


(b) “written” and “in writing” include
all modes of representing or reproducing words in visible form, including in the form of an Electronic Record;


   


(c) “shall” shall be construed as imperative and “may”
shall be construed as permissive;


   


(d) references to provisions of any law or regulation shall be
construed as references to those provisions as amended, modified, re-enacted or replaced;


   


(e) any phrase introduced by the terms “including”,
 “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the
sense of the words preceding those terms;


   


(f) the term “and/or” is used herein to mean both
 “and” as well as “or. ” The use of “and/or” in certain contexts in no respects qualifies or modifies
the use of the terms “and” or “or” in others. The term “or” shall not be interpreted to be exclusive
and the term “and” shall not be interpreted to require the conjunctive (in each case, unless the context otherwise requires);


  


(g) headings are inserted for reference only and shall be ignored
in construing this Agreement;


   


(h) any requirements as to delivery under this Agreement include
delivery in the form of an electronic record (as defined in the Electronic Transactions Law (2003));


   


(i) any requirements as to execution or signature under this Agreement
including the execution of this Agreement itself can be satisfied in the form of an electronic signature (as defined in the Electronic
Transactions Law (2003 Revision));


   


(j) sections 8 and 19(3) of the Electronic Transactions Law
(2003 Revision) shall not apply.


   


[Signature page follows]


 






     


     


    

     


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


   


	 	SIEGER HEALTHCARE ACQUISITION CORP
	 	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:
	 	 
	 	INDEMNITEE
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	Address:


  


[Signature Page to Indemnity Agreement]