EXHIBIT 10.24


 


INDEMNIFICATION AGREEMENT


 


THIS INDEMNIFICATION
AGREEMENT (the “Agreement”) is made and entered into as of February ____, 2015 between The Future Education
Group Inc., a Nevada corporation (the “Company”), and Alice (Io Wai) Wu, an individual (“Indemnitee”).


 


WITNESSETH THAT:


 


WHEREAS, highly
competent persons have become more reluctant to serve 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 the corporation;


 


WHEREAS, the
Board of Directors of the Company (the “Board”) has determined that, 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 from certain
liabilities with respect to such persons’ Corporate Status. 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 and officers of or other persons performing services to or on behalf of 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 corporation or business enterprise itself. The Bylaws and Articles
of Incorporation of the Company require indemnification of the directors of the Company. Indemnitee may also be entitled to indemnification
pursuant to the Nevada Revised Statutes (“NRS”). The Bylaws and Articles of Incorporation and the NRS expressly
provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be
entered between the Company and directors, officers, and other persons with respect to indemnification;


 


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 interest
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, 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 indemnified;


 


WHEREAS, this
Agreement is a supplement to and in furtherance of the Bylaws and Articles of Incorporation 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;
and


 


WHEREAS, Indemnitee
does not regard the protection available under the Company’s Bylaws and Certificate of Incorporation and insurance as adequate
in the present circumstances, and may not be willing to serve as a 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.


 






    	1



    	 



    

 


NOW, THEREFORE,
in consideration of Indemnitee’s agreement to serve as a director, an officer, or in other capacity from and after the
date hereof, the parties hereto agree as follows:


 


1.                 
Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent
permitted by law, as such may be amended from time to time, with respect to any matter arising from or in connection with Indemnitee’s
Corporate Status (as hereinafter defined). In furtherance of the foregoing indemnification, and without limiting the generality
thereof:


 


(a)Proceedings
Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided
in this Section 1(a) if, by reason of his or her Corporate Status, the Indemnitee is, or is threatened to be made, a party
to or participant in any Proceeding, other than a Proceeding by or in the right of the Company. Pursuant to this Section1(a),
Indemnitee shall be indemnified against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably
incurred by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee
acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company,
and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful. For
purposes hereof, “Corporate Status” means a person’s past, current, or future status as a director, officer,
employee, agent or fiduciary of the Company or former director, officer, employee, agent or fiduciary of the Company or of any
other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person serves or was
serving at the express written request of the Company. “Expenses” shall include all reasonable attorneys’
fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and
binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily
incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or
preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery in any Proceeding,
or in any successful Proceeding, pursuant to Section 6 or otherwise, to enforce this Agreement or any D&O policy. Expenses
also shall include Expenses incurred in connection with any appeal resulting from any Proceeding and any federal, state, local
or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including
without limitation, for taxes, and any 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. “Proceeding” includes any threatened, pending or completed action,
suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual,
threatened or completed proceeding, whether brought by or in the right of the Company or otherwise and whether civil, criminal,
administrative or investigative, in which Indemnitee was, is or will be involved as a party or otherwise, by reason of his or her
Corporate Status, by reason of any action taken by him or of any inaction on his part while acting in his or her Corporate Status;
in each case whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which
indemnification can be provided under this Agreement; including one pending on or before the date of this Agreement, but excluding
any unsuccessful Proceeding initiated by an Indemnitee pursuant to Section 7 of this Agreement to enforce his rights under
this Agreement.


 


(b)Proceedings
by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section
1(b) if, by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any
Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against
all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding
if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests
of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall
be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable
to the Company unless and to the extent that the District Court of the State of Nevada shall determine that such indemnification
may be made.


 






    	2



    	 



    

 


(c)Indemnification
for Expenses, if Indemnitee is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent
that Indemnitee is, by reason of his or her Corporate Status, a party to and is successful, on the merits or otherwise, in any
Proceeding, he or she shall be indemnified to the maximum extent permitted, and in no case less than the minimum extent required,
by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by him or her or on his
or her behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits
or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee
against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with each successfully
resolved claim, issue or matter. 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.


 


2.                 
Additional Indemnity. In addition to, and without regard to any limitations on, the indemnification provided
for in Section 1 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all
Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her or on his or
her behalf if, by reason of his or her Corporate Status, he or she is, or is threatened to be made, a party to or participant in
any Proceeding (including a Proceeding by or in the right of the Company), including, without limitation, all liability arising
out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s
obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that
is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 hereof)
to be unlawful.









3.Contribution.


 


(a)Whether
or not the indemnification provided in Sections 1 and 2 hereof is available, in respect of any Proceeding in which
the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding, and a judgment in such Proceeding were
adverse (“Adverse Joint Proceeding”)), the Company shall pay, in the first instance, the entire amount of any judgment
or settlement of such Adverse Joint Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby
waives and relinquishes any right of contribution it may have against Indemnitee. The Company shall not enter into any settlement
of any Adverse Joint Proceeding, unless such settlement provides for a full and final release of all claims asserted against Indemnitee.


 


(b)Without
diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee
shall elect or be required to pay all or any portion of any judgment or settlement in any Adverse Joint Proceeding, the Company
shall contribute to the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and
paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees
of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such Adverse Joint Proceeding),
on the one hand, and Indemnitee, on the other hand, from the transaction or events from which such action, suit or proceeding arose;
provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to
conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees
of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Adverse Joint Proceeding),
on the one hand, and Indemnitee, on the other hand, in connection with the transaction or events that resulted in such expenses,
judgments, fines or settlement amounts, as well as any other equitable considerations which applicable law may require to be considered.
The relative fault of the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly
liable with Indemnitee (or would be if joined in such Adverse Joint Proceeding), on the one hand, and Indemnitee, on the other
hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain
personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct
is active or passive.


 






    	3



    	 



    

 


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


 


(d)To
the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee
for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee,
whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection
with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in
light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and
Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding and/or (ii) the relative fault of
the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).


 


4.Advancement
of Expenses. Notwithstanding any other provision of this Agreement, the Company shall advance all Expenses incurred by or on
behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate Status within thirty (30) days
after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to
time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the
Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written undertaking by or on behalf of Indemnitee
to repay any Expenses advanced, if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against
such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free.


 





5.Procedures
and Presumptions for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure for Indemnitee
rights of indemnity that are as favorable as may be permitted under the NRS and public policy of the State of Nevada. Accordingly,
the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee
is entitled to indemnification under this Agreement:


 


(a)To
obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith
such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and
to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request
for indemnification, advise the Board in writing that Indemnitee has requested indemnification. Notwithstanding the foregoing,
any failure of Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not
relieve the Company of any liability that it may have to Indemnitee unless, and to the extent that, such failure actually and materially
prejudices the interests of the Company.


 






    	4



    	 



    




(b)Upon
written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination
with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods,
which shall be at the election of the Board (1) by a majority vote of the Disinterested Directors, even though less than a quorum,
or (2) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less
than a quorum. For purposes hereof, “Disinterested Directors” are those members of the Board who are not parties
to the action, suit or proceeding in respect of which indemnification is sought by Indemnitee. 


 


(c)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 Company
and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that Indemnitee is or was
serving at the express written request of the Company as a director, officer, employee, agent or fiduciary (collectively, the “Enterprise”),
including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their
duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise
by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise.
In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall
not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.


 





(d)Indemnitee
shall cooperate with the person or persons or 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. The Disinterested Directors shall act reasonably and in good faith in making a determination regarding the
Indemnitee’s entitlement to indemnification under this Agreement. 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.


 


(e)The
termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a
plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely
affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding,
that Indemnitee had reasonable cause to believe that his conduct was unlawful.


 


(f)The
Company shall be precluded from asserting in any Proceeding, including, that the provisions of this Agreement are not valid, binding
and enforceable or that there is insufficient consideration for this Agreement and shall stipulate in court that the Company is
bound by all the provisions of this Agreement.


 






    	5



    	 



    

 


6.Remedies
of Indemnitee.


 


(a)In
the event that (i) a determination is made pursuant to Section 5 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 4 of this Agreement, (iii) no
determination of entitlement to indemnification is made pursuant to Section 5(b) of this Agreement within ninety (90) days
after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement
within ten (10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made
within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is
deemed to have been made pursuant to Section 5 of this Agreement, Indemnitee shall be entitled to an adjudication of Indemnitee’s
entitlement to such indemnification. Indemnitee shall commence such proceeding seeking an adjudication within one hundred eighty
(180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 6(a).


 





(b)In
the event that a determination shall have been made pursuant to Section 5(b) of this Agreement that Indemnitee is not entitled
to indemnification, any judicial proceeding commenced pursuant to this Section 6 shall be conducted in all respects as a
de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 5(b).


 


(c)If
a determination shall have been made pursuant to Section 5(b) of this Agreement that Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6, absent
(i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement
not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification
under applicable law.


 


(d)Notwithstanding
anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be
required to be made prior to the final disposition of the Proceeding.


 





7.Non-Exclusivity;
Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.


 


(a)The
rights of indemnification 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 of Incorporation, the By-laws, any agreement, a vote of stockholders,
a resolution of directors of the Company, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision
hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee
in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in the NRS, whether by
statute or judicial decision, permits greater indemnification than would be afforded currently under the Articles of Incorporation,
By-laws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits
so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every
other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not
prevent the concurrent assertion or employment of any other right or remedy.


 






    	6



    	 



    

 


(b)To
the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees,
or agents or fiduciaries of the Company or of any Enterprise that 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.
If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has directors' and officers' liability
insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance
with the procedures set forth in the respective 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.


 


(c)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.


 


(d)The
Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder, if and to the
extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.


 


(e)The
Company's obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company
as a director, officer, employee or agent of any Enterprise shall be reduced by any amount Indemnitee has actually received as
indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise.


 


8.Exception
to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this
Agreement to make any indemnity in connection with any claim made against Indemnitee:


 


(a)for
which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except
with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or


 


(b)in
connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of
any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless
(i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, or (ii) the Company provides the
indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.


 


9.Duration
of Agreement. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is
an officer or director of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent
of an Enterprise) and shall continue thereafter so long as Indemnitee shall be subject to any Proceeding (or any proceeding commenced
under Section 6 hereof) by reason of his or her Corporate Status, whether or not he or she is acting or serving in any such
capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement. 


 






    	7



    	 



    

 


10.Enforcement.


 


(a)The
Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby
in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is
relying upon this Agreement in serving as an officer or director of the Company.


 


(b)This
Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes
all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter
hereof.


 


(c)The
Company shall not seek from a court, or agree to, a "bar order" which would have the effect of prohibiting or limiting
the Indemnitee's rights to receive advancement of expenses under this Agreement.


 


11.Severability.
The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.
Further, the invalidity or unenforceability of any provision hereof as to Indemnitee shall in no way affect the validity or enforceability
of any provision hereof as to the other. Without limiting the generality of the foregoing, this Agreement is intended to confer
upon Indemnitee indemnification rights to the fullest extent permitted by applicable laws. In the event any provision hereof conflicts
with any applicable law, such provision shall be deemed modified, consistent with the aforementioned intent, to the extent necessary
to resolve such conflict.


 


12.Modification
and Waiver. No supplement, modification, termination or amendment of this Agreement shall be binding unless executed in writing
by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver
of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


 


13.Notice
By Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any
summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may
be subject to indemnification covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation
which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially
prejudices the Company.


 


14.Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively
given (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during
normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having
been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally
recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent:


 


(a)To
Indemnitee at the address set forth below Indemnitee signature hereto.


 


(b)To
the Company at:


 


Room 501, Gaohelanfeng
Building, East 3rd Ring South Road

Chaoyang District, Beijing, PRC




Attention: Xiaoheng Ren


 






    	8



    	 



    

 


or to such other address
as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.


 


15.Counterparts.
This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same the same instrument. Counterparts may be delivered via facsimile, electronic mail, including
pdf or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be
valid and effective for all purposes.


 





16.Headings.
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.


 


17.Governing
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 Nevada without regard to its conflict of laws rules. The Company and
Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with
this Agreement shall be brought only an appropriate state or federal court in Clark County, Nevada (the “Nevada Court”),
(ii) consent to submit to the exclusive jurisdiction of the Nevada Court for purposes of any action or proceeding arising out of
or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the
Nevada Court, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Nevada
Court has been brought in an improper or inconvenient forum.


 






    	9



    	 



    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Indemnification Agreement on and as of the day and year first above written.


 





	 	 	The Future Education Group Inc.
	 	 	 
	 	 	 
	 	 	By:	
	 	 	Name:	Xiaoheng Ren
	 	 	Title:	CEO 
	 	 	 	 
	 	 	INDEMNITEE
	 	 	 	 
	 	 	 	 
	 	 	Name: 	Alice (Io Wai) Wu
	 	 	 	 
	 	Address:	3936 Tipperary Ct.
	 	 	Yorba Linda, CA 92886
	 	 	USA
	 	 	 	 




 


 






    	10