Exhibit 10.19


 


INDEMNIFICATION AGREEMENT


  


THIS AGREEMENT is entered
into, effective on May [__], 2020 by and between UTime Limited, a Cayman Islands exempted company (the “Company”),
and [__________] (“Indemnitee”).


 


WHEREAS, it is essential
to the Company to retain and attract as directors and officers the most capable persons available;


 


WHEREAS, Indemnitee
is a director of the Company; and


 


WHEREAS, in recognition
of Indemnitee’s need for substantial protection against personal liability in order to enhance Indemnitee’s continued
and effective service to the Company, and in order to induce Indemnitee to provide services to the Company as a director, the Company
wishes to provide in this Agreement for the indemnification of and the advancing of expenses to Indemnitee to the fullest extent
(whether partial or complete) permitted by the laws of the Cayman Islands and as set forth in this Agreement and the Amended and
Restated Memorandum and Articles of Association of the Company (as amended, restated, supplemented and/or otherwise modified from
time to time, the “Memorandum and Articles”) and, to the extent insurance is maintained, for the coverage of Indemnitee
under the Company’s directors’ and officers’ liability insurance policies.


 


NOW, THEREFORE, in
consideration of the above premises and of Indemnitee’s continuing to serve the Company directly or, at its request, with
another enterprise, and intending to be legally bound hereby, the parties agree as follows:


 


1. Certain Definitions.


 


(a) “Board”
means the Board of Directors of the Company.


 


(b)
“Change in Control” means (i) the consummation of a merger or consolidation of the Company with or into
another entity or any other corporate reorganization, if fifty percent (50%) or more of the combined voting power of the
continuing or surviving entity’s securities outstanding immediately after such merger, consolidation, or other
reorganization is owned by persons who were not shareholders of the Company immediately prior to such merger, consolidation,
or other reorganization; (ii) a change in ownership or control of the Company after the date hereof, effected through the
direct or indirect acquisition by any person or related group of persons of securities possessing more than fifty percent
(50%) of the total combined voting power of the Company’s outstanding securities pursuant to a tender or exchange offer
made directly to the Company’s shareholders which a majority of the directors on the board of directors who are not
affiliates of the offeror do not recommend such shareholders accept; (iii) the sale, transfer, or other disposition of all or
substantially all of the Company’s assets or the complete liquidation or dissolution of the Company; or (iv) during any
period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director
whose appointment by the Board or nomination for appointment by the Company’s shareholders was approved by a vote of at
least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or
whose appointment or nomination for appointment was previously so approved, cease for any reason to constitute a majority of
the Board. A transaction shall not constitute a Change in Control if its sole purpose is to change the jurisdiction of the
Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the
persons who held the Company’s securities immediately before such transactions.


 


Indemnification Agreement






     


     


    

 


(c) “Expenses”
means any expense, liability, or loss, including legal expenses, judgments, fines, amounts paid or to be paid in settlement, any
interest, assessments, or other charges imposed thereon, and any United States, or non-United States taxes imposes as a result
of the actual or deemed receipt of any payments under this Agreement, paid or incurred in connection with investigating, defending,
participating in (including on appeal), or preparing for any of the foregoing in, any Proceeding relating to any Indemnifiable
Event.


 


(d) “Indemnifiable
Event” means any event or occurrence that takes place either prior to or after the effective date of this Agreement,
related to the fact that Indemnitee is or was a director or an officer (if the Indemnitee should be appointed as an officer) of
the Company, or while a director or officer is or was serving at the request of the Company as a director, officer, employee, trustee,
agent, or fiduciary of another United States or non-United States company, corporation, limited liability company, partnership,
joint venture, employee benefit plan, trust, or other enterprise, or was a director, officer, employee, or agent of a United States
or non-United States company or corporation that was a predecessor corporation of the Company or of another enterprise at the request
of such predecessor corporation, or related to anything done or not done by Indemnitee in any such capacity.


 


(e)
“Independent Counsel” means the person or body appointed in connection with Section 3.


 


(f) “Potential
Change in Control” shall be deemed to have occurred if (i) the Company enters into an agreement or arrangement, the consummation
of which would result in the occurrence of a Change in Control, (ii) any person (including the Company) publicly announces an intention
to take or to consider taking actions that, if consummated, would constitute a Change in Control, (iii) any person (other than
an excluded Person) who is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 10%
or more of the combined voting power of the Company’s then outstanding Voting Securities, increases his beneficial ownership
of such securities by 5% or more over the percentage so owned by such person on the date hereof, or (iv) the Board adopts a resolution
to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.


 


(g) “Proceeding”
means (i) any threatened, pending, or complete action, suit, or proceeding, whether civil, criminal, administrative, investigative,
or other, or (ii) any inquiry, hearing, or investigation, whether conducted by the Company or any other party, that Indemnitee
in good faith believes might lead to the institution of any such action, or proceeding.


 


(h) “Reviewing
Party” means the person or body appointed in accordance with Section 3 of this Agreement.


 


(i) “Voting
Securities” any securities of the Company that vote generally in the appointment of directors.


 


2. Agreement to
Indemnify.


 


(a) General Agreement.
In the event Indemnitee was, is, or become a party to or witness or other participant in, or is threatened to be made a party to
or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall
indemnify Indemnitee from and against any and all Expenses to the fullest extent permitted by applicable law or the Memorandum
and Articles, as the same exists or may hereafter be amended or interpreted (but in the case of any such amendment or interpretation,
only to the extent that such amendment or interpretation permits the Company to provide broader indemnification rights than were
permitted prior thereto). The parties hereto intend that this Agreement shall provide for indemnification in excess of that expressly
permitted by statute, including, without limitation, any indemnification provided by the Memorandum and Articles, vote of its shareholders
or disinterested directors, or applicable law or the Memorandum and Articles.


 






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(b) Initiation of
Proceeding. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification
pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer
of the Company unless (i) the Company has joined in or the Board has consented to the initiation of such Proceeding, (ii) the Proceeding
is one to enforce indemnification rights under Section 5, or (iii) the Proceeding is instituted after a Change in Control and Independent
Counsel has approved its initiation.


 


(c) Expense Advances.
If so requested by Indemnitee, the Company shall advance (within ten business days of such request) any and all Expenses to Indemnitee
(an “Expense Advance”); provided that such request shall be accompanied by reasonable evidence of the expenses
incurred by Indemnitee and that, if and to the extent that the Reviewing Party determines that Indemnitee would not be permitted
to be so indemnified under applicable law or the Memorandum and Articles or pursuant to Section 2(f) below, the Company shall be
entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid. If
Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should
be indemnified under applicable law or the Memorandum and Articles or pursuant to Section 2(f) below, as provided in Section 4,
any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law or
the Memorandum and Articles shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense
Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been
exhausted or have lapsed).


 


(d) Mandatory Indemnification.
Notwithstanding any other provision of this Agreement (other than Section 2(f) below), to the extent that Indemnitee has been successful
on the merits in defense of any Proceeding relating in whole or in part to an Indemnifiable Event or in defense of any issue or
matter therein, Indemnitee shall be indemnified against all Expenses incurred in connection therewith.


 


(e) Partial Indemnification.
If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses,
but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to
which Indemnitee is entitled.


 


(f) Prohibited Indemnification.
No indemnification pursuant to this Agreement shall be paid by the Company on account of (i) Indemnitee’s conduct which constitutes
a breach of Indemnitee’s duties owed to the Company or is an act of omission not in good faith or which involves actual fraud,
willful neglect or willful default , and (ii) any Proceeding in which judgment is rendered against Indemnitee for an accounting
of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b)
of the United States Securities Exchange Act of 1934, as amended or similar provisions of any United States or non-United States
laws.


 






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3. Reviewing Party.
Prior to any Change in Control, the Reviewing Party shall be any appropriate person or body consisting of a member or members of
the Board or any other person or body appointed by the Board who is not a party to the particular Proceeding with respect to which
Indemnitee is seeking indemnification; after a Change in Control, the Reviewing Party shall be the Independent Counsel referred
to below. With respect to all matters arising after a Change in Control (other than a Change in Control approved by a majority
of the directors on the Board who were directors immediately prior to such Change in Control) concerning the rights of Indemnitee
to indemnity payments and Expense Advances under this Agreement or any other agreement or under applicable law or the Memorandum
and Articles, now or hereafter in effect relating to indemnification for Indemnifiable Events, the Company shall seek legal advice
only from Independent Counsel selected by Indemnitee and approved by the Company and who has not otherwise performed services for
the Company or the Indemnitee (other than in connection with indemnification matters) within the last five years. The 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.
Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent
the Indemnitee should be permitted to be indemnified under applicable law or the Memorandum and Articles. The Company agrees to
pay the reasonable fees of the Independent Counsel and to indemnify fully such counsel against any and all expenses (including
attorney’s fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the engagement of
Independent Counsel pursuant hereto.


 


4. Indemnification
Process and Appeal.


 


(a) Suit To Enforce
Rights. Regardless of any action by the Reviewing Party, if Indemnitee has not received full indemnification within 60 days
after making a request in accordance with Section 2(c), Indemnitee shall have the right to enforce its indemnification rights under
this Agreement by commencing litigation, in any appropriate court having subject matter jurisdiction thereof and in which venue
is proper, seeking an initial determination by the court or challenging any determination by the Reviewing Party or any aspect
thereof, provided, however, that such 60-day period shall be extended for reasonable time, not to exceed another 60 days, if the
reviewing party in good faith requires additional time for the obtaining or evaluating of documentation and information relating
thereto. The Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing
Party not challenged by the Indemnitee shall be binding on the Company and Indemnitee. The remedy provided for in this Section
4 shall be in addition to any other remedies available to Indemnitee in law or equity.


 


(b) Defense to Indemnification,
Burden of Proof, and Presumptions. It shall be a defense to any action brought by Indemnitee against the Company to enforce
this Agreement (other than an action brought to enforce a claim for Expenses incurred in defending a Proceeding in advance of its
final disposition where the required undertaking has been tendered to the Company) that is not permissible under applicable law
or the Memorandum and Articles for the Company to indemnify Indemnitee for the amount claimed. In connection with any such action
or any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, the
burden of proving such a defense or determination shall be on the Company. Neither the failure of the Reviewing Party or the Company
(including its Board, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of
such action by Indemnitee that indemnification of the claimant is proper under the circumstances because Indemnitee has met the
standard of conduct set forth in applicable law or the Memorandum and Articles, nor an actual determination by the Reviewing Party
or Company (including its Board, independent legal counsel, or its shareholders) that the Indemnitee had not met such applicable
standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard
of conduct. For purposes of this Agreement, the termination of any claim, action, suit, or proceeding, by judgment, order, settlement
(whether with or without court approval), conviction, or upon a plea of nolo contendere, or its equivalent shall not create a presumption
that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that
indemnification is not permitted by applicable law or the Memorandum and Articles.


 






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5. Indemnification
For Expenses Incurred In Enforcing Rights. The Company shall indemnify Indemnitee against any and all Expenses and, if requested
by Indemnitee, shall (within ten business days of such request), advance such Expenses to Indemnitee, that are incurred by Indemnitee
in connection with any claim asserted against or covered action brought by Indemnitee for (i) indemnification of Expenses or Expense
Advances by the Company under this Agreement or any other agreement or under applicable law or the Memorandum and Articles, now
or hereafter in effect relating to indemnification for Indemnifiable Events, and or (ii) recovery under directors’ and officers’
liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled
to such indemnification, Expense Advances, or insurance recovery, as the case may be.


 


6. Notification
and Defense of Proceeding.


 


(a) Notice.
Promptly after receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee shall, if a claim in respect thereof
is to be made against the Company under this Agreement, notify the Company of the commencement thereof, but the omission so to
notify the Company will not relieve the Company from any liability that it may have to Indemnitee, except as provided in Section
6(c).


 


(b) Defense.
With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company shall be entitled
to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes,
it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee
of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or
otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable
costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his or her own legal counsel in
such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall
be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company,
(ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense
of the Proceeding, (iii) after a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent
Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which
case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any
Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii)
above.


 


(c) Settlement of
Claims. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement
of any Proceeding effected without the Company’s written consent, provided, however, that if a Change in Control has occurred,
the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved
the settlement. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on Indemnitee
without Indemnitee’s written consent. The Company shall not be liable to indemnify the Indemnitee under this Agreement with
regard to any judicial award if the Company was not given a reasonable and timely opportunity, at its expense, to participate in
the defense of such action; the Company’s liability hereunder shall not be excused if participation in the Proceeding by
the Company was barred by this Agreement.


 


7. Non-Exclusivity.
The rights of Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the Memorandum and Articles,
applicable law, or otherwise. To the extent that a change in applicable law (whether by statute or judicial decision) permits greater
indemnification by agreement than would be afforded currently under the Memorandum and Articles, applicable law, or this Agreement,
it is the intent of the parties that Indemnitee enjoy by this Agreement the greater benefits so afforded by such change.


 






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8. Liability Insurance.
To the extent the Company maintains an insurance policy or policies providing directors’ and officers’ liability insurance,
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 Company director or officer.


 


9. Amendment of
this Agreement. No supplement, modification, 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 operate as a waiver of any other provisions
hereof (whether or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided herein,
no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof.


 


10. Subrogation.
In the event of 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 documents required and shall do everything that may be necessary to
secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to
enforce such rights.


 


11. No Duplication
Of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against
Indemnitee to the extent Indemnitee has otherwise received payment (under any insurance policy, bylaw, or otherwise) of the amounts
otherwise indemnifiable hereunder.


 


12. Binding Effect.
This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective
successors (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), assigns, spouses, heirs, and personal and legal representatives. The indemnification
provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified
capacity pertaining to an Indemnifiable Event even though he or she may have ceased to serve in such capacity at the time of any
Proceeding.


 


13. Severability.
If any provision (or portion thereof) of this Agreement shall be held by a court of competent jurisdiction to be invalid, void,
or otherwise unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by applicable law
or the Memorandum and Articles. Furthermore, to the fullest extent possible, the provisions of this Agreement (including, without
limitation, each portion of this Agreement containing any provision held to be invalid, void, or otherwise unenforceable, that
is not itself invalid, void, or unenforceable) shall be construed so as to give effect to the intent manifested by the provision
held invalid, void, or unenforceable.


 


14. Governing Law.
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. 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 courts
of the Cayman Islands (the “Cayman Court”) and not in any state or federal court in the United States of America
or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Cayman Court for purposes of any
action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any
such action or proceeding in the Cayman Court; and (d) waive, and agree not to plead or to make, any claim that any such action
or proceeding brought in the Cayman Court has been brought in an improper or inconvenient forum, or is subject (in whole or in
part) to a jury trial.


 



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15. Notices.
All notices, demands, and other communications required or permitted hereunder shall be made in writing and shall be deemed
to have been duly given if delivered by hand, against receipt, or mailed, postage prepaid, certified or registered mail,
return receipt requested, and addressed to the Company at:


 


UTime Limited


7th Floor, Building
5A


Shenzhen Software Industry
Base, Nanshan District


Shenzhen, People’s
Republic of China 518061


Attn: Minfei Bao, CEO
(bminfei@utimemobile.com)


  


Notice of change of
address shall be effective only when given in accordance with this Section. All notices complying with this Section shall be deemed
to have been received on the date of delivery or on the third business day after mailing.


 


16. Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.


 


17. Interpretation.
In this Agreement:


 


		(a)	words importing the singular number include the plural number and vice versa; words importing the
masculine gender include the feminine gender; words importing persons include corporations as well as any other legal or natural
person;



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



  


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IN WITNESS WHEREOF,
the parties hereto have duly executed and delivered this Indemnification Agreement on the day specified above.


 


	COMPANY:  	UTIME LIMITED	 
	 	 
	 	By:	                        	 
	 	 	Minfei Bao	 
	 	 	Chief Executive Officer	 
	 	 
	INDEMNITEE:  		 
	 	[______________]	 
	 	 	 
	Address for Notices:	 
	Email:	 	 


  




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