Exhibit 10.1


 


INDEMNITY AGREEMENT


 


This INDEMNITY AGREEMENT (this “Agreement”)
is made on [               ], 2021.


 


Between:


 


		(1)	UK WISDOM LIMITED, an exempted company incorporated
under the laws of the Cayman Islands with registered office at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House,
Grand Cayman KY1-1104, Cayman Islands (the “Company”); and



 


		(2)	[               ]
(“Indemnitee”).



 


Whereas:


 


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



 


		(B)	The board of directors of the Company (the “Board”)
has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis,
at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. Although
the furnishing of such insurance has been a customary and widespread practice among publicly traded 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 articles of association of the
Company (the “Articles”) provide for the indemnification of the officers and directors of the Company. Indemnitee
may also be entitled to indemnification pursuant to applicable Cayman Islands law. The Articles 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;



 


		(C)	The uncertainties relating to such insurance and to indemnification
have increased the difficulty of attracting and retaining such persons;



 


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



 


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



 


		(F)	This Agreement is a supplement to and in furtherance of the
Articles and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any
rights of Indemnitee thereunder;



 


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



 






     


     


    

 


NOW, THEREFORE, in consideration
of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [ ], 2021 between
the Company, Indemnitee and other parties thereto pursuant to the Underwriting Agreement between the Company and the Underwriters in connection
with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:


 


TERMS AND CONDITIONS


 


1 SERVICES TO THE COMPANY 


 


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


 


2 DEFINITIONS


 


As used in this Agreement:


 


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


 


2.2 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.


 


2.3 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:


 


(a) Acquisition of Shares by
Third Party.  Other than an affiliate of Ucommune Talent Limited, 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 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 (c) of this
definition;


 


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


 


(c) Corporate Transactions. 
The effective date of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business
combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following
such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities
entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly,
more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally
in the election of directors resulting from such Business Combination (including, without limitation, a company or 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) other than an affiliate of Ucommune Talent Limited, no Person
(excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen
percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors
of the surviving company or 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 company or 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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(d) Liquidation.  The
approval by the shareholders of the Company of a complete liquidation of the Company or an agreement or series of agreements for the sale
or disposition by the Company of all or substantially all of the Company’s assets, other than factoring the Company’s current
receivables or escrows due (or, if such 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


 


(e) 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.


 


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


 


2.5 “Cayman Court”
shall mean the Courts of the Cayman Islands.


 


2.6 “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.


 


2.7 “Enterprise”
shall mean the Company and any other company or corporation, constituent company or 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, manager, managing member, fiduciary, employee or agent.


 


2.8 “Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended.


 


2.9 “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 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, including without limitation the principal, premium, security for, and other costs relating to any cost bond, supersedeas
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.


 


2.10 “Independent Counsel”
shall mean a law firm or a member of a law firm with significant experience in matters of corporate law and neither presently is, nor
in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party
(other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification
agreements); or (ii) any other party to the Proceeding 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.


 






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2.11 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.


 


2.12 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 of the Company or of any company or corporation owned, directly
or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of share of the Company; and
(iv) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a Subsidiary of the Company
or of a company or corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions as
their ownership of share of the Company.


 


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


 


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


 


3 INDEMNITY IN THIRD-PARTY
PROCEEDINGS


 


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


 


4 INDEMNITY IN PROCEEDINGS
BY OR IN THE RIGHT OF THE COMPANY


 


To the fullest extent permitted
by applicable law and the Articles, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions
of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise)
in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. 
Pursuant to this Section 4, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses actually and
reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein,
if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the
Company.  No indemnification, hold harmless or exoneration for Expenses shall be made under this Section 4 in respect of any
claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only
to the extent that any court in which the Proceeding was brought or the Cayman Court shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification,
to be held harmless or to exoneration.


 






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5 INDEMNIFICATION FOR EXPENSES
OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL


 


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


 


6 INDEMNIFICATION FOR EXPENSES
OF A WITNESS


 


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


 


7 ADDITIONAL INDEMNIFICATION,
HOLD HARMLESS AND EXONERATION RIGHTS


 


7.1 Notwithstanding any limitation
in Sections 3, 4, or 5, except for Section 27, the Company shall, to the fullest extent permitted by applicable law and the Articles,
indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including
a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and
amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of
such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection
with the Proceeding.  No indemnification, hold harmless or exoneration rights shall be available under this Section 7.1 on account
of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is
an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.


 


8 CONTRIBUTION IN THE EVENT
OF JOINT LIABILITY


 


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


 


8.2 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.


 






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


 


9 EXCLUSIONS


 


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


 


(a) for which payment has actually
been received by or on behalf of Indemnitee under any insurance policy or other indemnity or advancement provision, except with respect
to any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity or advancement provision
or otherwise;


 


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


 


(c) except as otherwise provided
in Sections 14.5 and 14.6 hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated
by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors,
officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its
initiation or (ii) the Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion, pursuant to
the powers vested in the Company under applicable law. Indemnitee shall seek payments or advances from the Company only to the extent
that such payments or advances are unavailable from any insurance policy of the Company covering Indemnitee.


 


10 ADVANCES OF EXPENSES; DEFENSE
OF CLAIM


 


10.1 Notwithstanding any provision
of this Agreement to the contrary except for Section 27, and to the fullest extent not prohibited by applicable law and the Articles,
the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three
months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting
such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by
law, 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 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 Articles, applicable law or otherwise. This
Section 10.1 shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment is excluded
pursuant to Section 9.


 


10.2 The Company will be entitled
to participate in the Proceeding at its own expense.


 


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


  


11 PROCEDURE FOR NOTIFICATION
AND APPLICATION FOR INDEMNIFICATION


 


11.1 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 Indemnitee under this Agreement, or otherwise.


 






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11.2 Indemnitee may deliver to
the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement. Such application(s)
may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such a
written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined according
to Section 12.1 of this Agreement.


 


12 PROCEDURE UPON APPLICATION
FOR INDEMNIFICATION


 


12.1 A determination, if required
by applicable law and the Articles, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case
by one of the following methods: (i) if no Change in Control has occurred, (x) by a majority vote of the Disinterested Directors, even
though less than a quorum of the Board, (y) by a committee of Disinterested Directors, even though less than a quorum of the Board, or
(z) if there are no Disinterested Directors, or if such Disinterested Directors so direct, by Independent Counsel in a written opinion
to the Board, a copy of which shall be delivered to Indemnitee, or (ii) if a Change in Control has occurred, 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 reasonable
attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination
shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company
hereby agrees to indemnify and to hold Indemnitee harmless therefrom.


 


12.2 In the event the determination
of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12.1 hereof, the Independent Counsel shall
be selected as provided in this Section 12.2. The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request
that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the
Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel”
as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice
to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so
selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee
or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver
to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may
be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel”
as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent
a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated,
the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent
jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written
request for indemnification pursuant to Section 11.2 hereof, no Independent Counsel shall have been selected and not objected to, either
the Company or Indemnitee may petition the Cayman Court for resolution of any objection which shall have been made by the Company or Indemnitee
to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman
Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel
under Section 12.1 hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14.1 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).


 






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12.3 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


 


13.1 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
11.2 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.


 


13.2 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 and the Articles; 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.


  


13.3 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 Indemnitee reasonably believed to be in or not
opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe
that Indemnitee’s conduct was unlawful.


 


13.4 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, managers, managing
members, or officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise, its Board,
any committee of the Board or any director, trustee, general partner, manager, or managing member or on information or records given or
reports made to the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member
by an independent certified public accountant or by an appraiser or other expert selected by the Enterprise, its Board, any committee
of the Board or any director, trustee, general partner, manager or managing member. The provisions of this Section 13.4 shall not be deemed
to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard
of conduct set forth in this Agreement.


 


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


 






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14 REMEDIES OF INDEMNITEE


 


14.1 In the event that (i) a determination
is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement
of Expenses, to the fullest extent permitted by applicable law and the Articles, is not timely made pursuant to Section 10 of this Agreement,
(iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12.1 of this Agreement within thirty
(30) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections
5, 6, 7 or the last sentence of Section 12.1 of this Agreement within ten (10) days after receipt by the Company of a written request
therefor, (v) a contribution payment is not made in a timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification
pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled
to indemnification, or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or otherwise
is not made within ten (10) days after receipt by the Company of a written request therefor, Indemnitee shall be entitled to an adjudication
by the Cayman Court to such indemnification, hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee,
at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration
Rules of the American Arbitration Association. Except as set forth herein, the provisions of Cayman Islands law (without regard to its
conflict of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication
or award in arbitration.


 


14.2 In the event that a determination
shall have been made pursuant to Section 12.1 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, and the Company may not refer to or introduce into evidence any determination
pursuant to Section 12.1 of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration
pursuant to this Section 14, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 10 until a
final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been
exhausted or lapsed).


 


14.3 If a determination shall
have been made pursuant to Section 12.1 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 and the Articles.


 


14.4 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.


 


14.5 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 and the Articles, such Expenses which are incurred by Indemnitee in connection with any judicial proceeding or arbitration brought
by Indemnitee (i) to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement or any other indemnification,
hold harmless, exoneration, advancement or contribution agreement or provision of the Articles 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).


 


14.6 Interest shall be paid by
the Company to Indemnitee at a rate to be agreed between the Company and Indemnitee 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 Indemnitee requests
indemnification, to be held harmless, exonerated, contribution, reimbursement or advancement of any Expenses and ending with the date
on which such payment is made to Indemnitee by the Company.


 






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15 SECURITY


 


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


 


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


 


16.1 The rights of Indemnitee
as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under
applicable law, the Articles, any agreement, a vote of shareholders or a resolution of directors, or otherwise.  No amendment, alteration
or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect
of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) arising out of, or related to, 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 applicable law and the Articles, whether by statute or judicial decision, permits greater indemnification, hold
harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Articles or this Agreement, then
this Agreement (without any further action by the parties hereto) shall automatically be deemed to be amended to require that the Company
indemnify Indemnitee to the fullest extent permitted by law.  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.


 


16.2 The Articles permit the Company
to purchase and maintain insurance or furnish similar protection or make other arrangements including, but not limited to, providing a
trust fund, letter of credit, or surety bond (“Indemnification Arrangements”) on behalf of Indemnitee against any liability
asserted against Indemnitee or incurred by or on behalf of Indemnitee or in such capacity as a director, officer, employee or agent of
the Company, or arising out of Indemnitee’s status as such, whether or not the Company would have the power to indemnify Indemnitee
against such liability under the provisions of this Agreement, as it may then be in effect.  The purchase, establishment, and maintenance
of any such Indemnification Arrangement shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee
under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee
shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such Indemnification
Arrangement.


 


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


 


16.4 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.


 






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


 


17 DURATION OF AGREEMENT


 


All agreements and obligations
of the Company contained herein shall continue during the period Indemnitee serves as a director or officer of the Company or as a director,
officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other company, 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 Indemnitee’s Corporate Status, whether or not Indemnitee
is acting in any such capacity at the time any liability or expense is incurred for which indemnification or advancement can be provided
under this Agreement.


 


18 SEVERABILITY


 


If any provision or provisions
of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and
enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or
sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal
or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by
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


 


19.1 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.


 


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


 


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


 


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


 






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19.5 The Company and Indemnitee
agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of
proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee
may, to the fullest extent permitted by applicable law and the Articles, enforce this Agreement by seeking, among other things, injunctive
relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive
relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which Indemnitee may
be entitled. The Company and Indemnitee further agree that, to the fullest extent permitted by applicable law and the Articles, 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 a Court of competent jurisdiction and the Company
hereby waives any such requirement of such a bond or undertaking, to the fullest extent permitted by applicable law and the Articles.


 


20 MODIFICATION AND WAIVER


 


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


 


21 NOTICES


 


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


 


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


 


(b) If to the Company, to:


 


UK Wisdom Limited

Floor 8, Tower D


No. 2 Guang Hua Road


Chaoyang District, Beijing


People’s Republic of China, 100026


Attn: Chief Executive Officer


 


With a copy, which shall not constitute
notice, to:


 


Latham & Watkins LLP


18th Floor, One Exchange Square


8 Connaught Place, Central


Hong Kong


 


Attn: Allen Wang


 


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 Cayman Islands, without regard
to its conflict of laws rules.  Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this
Agreement, to the fullest extent permitted by applicable law and the Articles, the Company and Indemnitee hereby irrevocably and unconditionally:
(a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Cayman Court
and not in any 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 Cayman Court for purposes of any action or proceeding arising out of or in connection with this Agreement;
(c) waive any objection to the laying of venue of any such action or proceeding in the Cayman Court; and (d) waive, and agree
not to plead or to make, any claim that any such action or proceeding brought in the Cayman Court has been brought in an improper or inconvenient
forum, or is subject (in whole or in part) to a jury trial.


  


23 IDENTICAL COUNTERPARTS


 


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


 


24 MISCELLANEOUS


 


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


 


25 PERIOD OF LIMITATIONS


 


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


 


26 ADDITIONAL ACTS


 


If for the validation of any of
the provisions in this Agreement any act, resolution, approval or other procedure is required, to the fullest extent permitted by applicable
law and the Articles, 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 fulfil its obligations under this Agreement.


 


27 WAIVER OF CLAIMS TO TRUST
ACCOUNT


 


Indemnitee hereby agrees that
it does not have any right, title, interest or claim of any kind (each, a “Claim”) in or to any monies in the trust
account established in connection with the Company’s initial public offering for the benefit of the Company and holders of shares
issued in such offering, and hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided
to the Company and will not seek recourse against such trust account for any reason whatsoever.


 


28. MAINTENANCE OF INSURANCE


 


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


 


[Signature pages follow]


 




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


 


	 	UK WISDOM LIMITED
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


[Signature Page to D&O Indemnity Agreement]


 




     


     


    

 


	 	INDEMNITEE:
	 	 	 
	 	 
	 	Name:	                 
	 	Title:	 


 


[Signature Page to D&O Indemnity Agreement]