Exhibit 10.8


 


FORM OF INDEMNITY AGREEMENT


 


THIS INDEMNITY AGREEMENT
(this “Agreement”) is made as of [____________], 2021, by and between Nubia Brand International Corp., a Delaware
corporation (the “Company”), and each of the undersigned (each, an “Indemnitee”).


 


RECITALS


 


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


 


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 United States-based corporations and other business enterprises, the Company believes that, given current market conditions and
trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors,
officers and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming
litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise
itself. The Amended and Restated Certificate of Incorporation (the “Charter”) and the Bylaws (the “Bylaws”)
of the Company require indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification
pursuant to applicable provisions of the Delaware General Corporation Law (“DGCL”). The Bylaws and the DGCL
expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may
be entered into between the Company and members of the board of directors, officers and other persons with respect to indemnification,
hold harmless, exoneration, advancement and reimbursement rights.


 


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
stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future.


 


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


 


WHEREAS, this Agreement
is a supplement to and in furtherance of the Charter and Bylaws of the Company 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 without adequate protection, and the Company desires Indemnitee to serve in such
capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition
that he be so indemnified.


 


NOW, THEREFORE,
in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:


 






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TERMS AND CONDITIONS


 


		1.	SERVICES TO THE
COMPANY. Indemnitee will serve or continue to serve as an officer, director or key employee of the Company for so long as
Indemnitee is duly elected or appointed or until Indemnitee tenders his resignation, removal or death. The foregoing notwithstanding,
this Agreement shall continue in full force and effect after Indemnitee has ceased to serve as a director of the Company, as provided
in Section 17.



 


		2.	DEFINITIONS.
As used in this Agreement:



 


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



 


		(b)	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)	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 Stock by Third Party. 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
stockholders was approved by a vote of at least two thirds of the directors then still in office who were directors on the date hereof
or whose election for nomination for election was previously so approved (collectively, the “Continuing Directors”), cease
for any reason to constitute at least a majority of the members of the Board;



 


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



 






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



 


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



 


		(d)	“Corporate Status” describes the
status of a person who is or was a director, officer, trustee, general partner, 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.



 


		(e)	“Delaware Court” shall mean the
Court of Chancery of the State of Delaware.



 


		(f)	“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.



 


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



 


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



 


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



 






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		(j)	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.



 


		(k)	“Independent Counsel” shall mean
a law firm or a member of a law firm with significant experience in matters of corporation 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 the 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.



 


		(l)	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 stockholders of the
Company in substantially the same proportions as their ownership of stock 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 stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.



 


		(m)	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 nature, in which
Indemnitee was, is, will or might be involved as a party or a participant (as a witness or otherwise), by reason of his or her Corporate
Status or by reason of any action (or failure to act) taken by him or of any action (or failure to act) on his part while acting as a
director or officer of the Company, 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.



 


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



 


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



 






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		4.	INDEMNITY IN PROCEEDINGS
BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless
and exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, a party
to any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall
be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any
claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Company. No indemnification, hold harmless or exoneration for Expenses shall be made under this Section 4 in respect
of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless
and only to the extent that any court in which the Proceeding was brought or the Delaware 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, to the
extent that Indemnitee is a party to and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue
or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law, indemnify Indemnitee against
all Expenses actually and reasonably incurred by him in connection therewith. If Indemnitee is not wholly successful in such Proceeding
but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the
Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses
actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. If the
Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law, indemnify
Indemnitee against all Expenses actually and reasonably incurred in connection with a claim, issue or matter related to any claim, issue,
or matter on which the 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, to the extent that Indemnitee is, a participant
(as a witness or otherwise) in any Proceeding to which Indemnitee is not a party, he shall, to the fullest extent permitted by applicable
law, be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.



 


		7.	ADDITIONAL INDEMNIFICATION,
HOLD HARMLESS AND EXONERATION RIGHTS.



 


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



 






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		8.	CONTRIBUTION IN
THE EVENT OF JOINT LIABILITY.



 


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



 


		(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,
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 provision, except with respect to any excess beyond the amount actually received
under any insurance policy, contract, agreement, other indemnity 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 similar
provisions of state statutory law or common law; or



 


		(c)	except as otherwise provided in Sections 14(e)-(f) 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
agent 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.



 






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		10.	ADVANCES OF EXPENSES;
DEFENSE OF CLAIM.



 


		(a)	Notwithstanding any provision of this Agreement to the contrary,
and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably
expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after
the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of
any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to
repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under
the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce
this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed.
To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall
be made only upon the Company’s receipt of an undertaking, by or on behalf of the Indemnitee, to repay the advance to the extent
that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement,
the Charter, the Bylaws of the Company, 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 that are not entitled to be indemnified under
this Agreement on the Indemnitee without the 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 or matter which may be subject
                                                                                  to indemnification, hold harmless or exoneration rights, or advancement of Expenses covered hereunder. The failure of Indemnitee to
                                                                                  so notify the Company shall not relieve the Company of any obligation which it may have to the 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 sole discretion. Following such a written application for indemnification
by Indemnitee, the 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, 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
or (ii) by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. The Company will
promptly advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including
a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to
indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate
with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including
providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged
or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination.
Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons
or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement
to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.



 






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		(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
him of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements
of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case
may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee,
as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground
that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2
of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely
objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent
Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction
has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request
for indemnification pursuant to Section 11(a) hereof, no Independent Counsel shall have been selected and not objected to, either the
Company or Indemnitee may petition the Delaware 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 Delaware
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 its directors or Independent Counsel)
to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the
circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by
its directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action
or create a presumption that Indemnitee has not met the applicable standard of conduct.



 






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		(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 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) of itself, favor or undermine the determination of, the right of Indemnitee to indemnification
or create a presumption that Indemnitee did or did not act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Company, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe
that his conduct was unlawful, in each case.



 


		(d)	For purposes of any determination of good faith, Indemnitee
shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise,
including financial statements, or on information supplied to Indemnitee by the directors or officers of the Enterprise in the course
of their duties, or on the advice of legal counsel for the Enterprise, its Board, any committee of the Board or any director, or on information
or records given or reports made to the Enterprise, its Board, any committee of the Board or any director, 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,
absent 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 determination. The provisions of this Section 13(d) shall not be deemed to be exclusive
or to limit in any way the other circumstances in which the Indemnitee may be deemed or found to have or have not 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, managing member, fiduciary, agent or employee of the Enterprise shall not be imputed to Indemnitee
for purposes of determining the right to indemnification under this Agreement.



 






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		14.	REMEDIES OF INDEMNITEE.



 


		(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, 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 the timeline set forth in the
Agreement, (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 the timeline set forth in the Agreement, (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 the timeline set forth in
the Agreement, or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is
not made within the timeline set forth in the Agreement, Indemnitee shall be entitled to an adjudication by the Delaware Court to such
indemnification, hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee, at his option, may seek an
award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration
Association. The arbitration shall take place in New York City, the State of New York. Except as set forth herein, the provisions of
Delaware 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. In any judicial proceeding or arbitration commenced pursuant to this Section
14, Indemnitee shall be presumed to be entitled to be indemnified, held harmless, exonerated to receive advances of Expenses under this
Agreement and the Company shall have the burden of proving Indemnitee is not entitled to be indemnified, held harmless, exonerated and
to receive advances of Expenses, as the case may be. 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).



 


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



 


		(d)	The Company shall 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.



 


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



 






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



 


		15.	SECURITY.
Notwithstanding anything herein to the contrary, to the extent requested by the Indemnitee and approved by the Board, the Company may
at any time and from time to time provide security to the 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 the Indemnitee, may not be revoked or released
without the prior written consent of the 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 Charter, the Company’s
Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this
Agreement, the Charter or the Company’s Bylaws or of any provision hereof or thereof shall limit or restrict any right of Indemnitee
under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) arising
out of, or related to, any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or
repeal. To the extent that a change in applicable law, whether by statute or judicial decision, permits greater indemnification, hold
harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Charter, the Company’s Bylaws
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, to the extent of 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 the Indemnitee. 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 DGCL and the Company’s Bylaws permit the Company
to purchase and maintain insurance or furnish similar protection or make other arrangements including, but not limited to, providing
a trust fund, letter of credit, or surety bond (“Indemnification Arrangements”) on behalf of Indemnitee against
any liability asserted against him or incurred by or on behalf of him or in such capacity as a director, officer, employee or agent of
the Company, or arising out of his status as such, whether or not the Company would have the power to indemnify him against such liability
under the provisions of this Agreement. 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 the Indemnitee under this Agreement except as expressly provided
herein, and the execution and delivery of this Agreement by the Company and the 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.



 






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		(c)	To the extent that the Company maintains an insurance policy
or policies providing liability insurance for directors, officers, trustees, partners, 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, 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 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 the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such
policies.



 


		(d)	In the event of any payment under this Agreement, the Company
shall 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, 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, the Company shall perform fully its obligations under this Agreement without regard
to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless, exoneration, contribution or
insurance coverage rights against any person or entity other than the Company.



 


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



 


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



 


		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.



 






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		(b)	Without limiting any of the rights of Indemnitee under the
Charter or Bylaws of the Company 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 or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director,
officer, employee or agent of the Company or of any other Enterprise at the Company’s request, and shall inure to the benefit of
Indemnitee and his spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.



 


		(d)	The Company shall use its best efforts to 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 the 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 enforce this Agreement by seeking,
among other things, injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable
harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any
other relief to which he may be entitled. The Company and Indemnitee further agree that Indemnitee shall be entitled to such specific
performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without
the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a waiver,
a bond or undertaking may be required of Indemnitee by the Court, and the Company hereby waives any such requirement of such a bond or
undertaking.



 


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



 


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



 


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



 


		(b)	If to the Company, to:



 


Nubia Brand International Corp.


13355 Noel Rd, Suite 1100


Dallas,
TX 75240


Attn:
Jaymes Winters, Chief Executive Officer


 


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


 






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		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 Delaware, without regard to its conflict of laws rules. Except with respect
to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably
and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only
in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country;
(b) consent to submit to the exclusive jurisdiction of the Delaware 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 Delaware Court;
and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been
brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.



 


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



 


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



 


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



 


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



 


		27.	WAIVER OF TRUST CLAIMS. Notwithstanding anything to
the contrary contained herein, 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 against
the trust account 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.



 


[SIGNATURE PAGE FOLLOWS]


 






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


 


	 	NUBIA BRAND INTERNATIONAL CORP.
	 	 
	 	By:	 
	 	 	Name: 	Jaymes Winters
	 	 	Title: 	Chief Executive Officer
	 	 	 
	 	INDEMNITEES
	 	 
	 	By:	 
	 	 	Name: 	[__________]
	 	 	 	 


[Signature page to Indemnity Agreement]


 


 


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