Exhibit 10.18


 


 





INDEMNIFICATION AGREEMENT


 


     This INDEMNIFICATION
AGREEMENT (this “Agreement”) is made and entered into this       day
of                                         2020 (the
“Effective Date”) by and between Zhong Yuan Bio-Technology Holdings Limited, a Cayman Islands exempted company
the “Company”), and                                (the
“Indemnitee”).


 


     WHEREAS, the
Company believes it is essential to retain and attract qualified directors and officers;


 


     WHEREAS, the
Indemnitee is a director and/or officer of the Company;


 


     WHEREAS, both
the Company and the Indemnitee recognize the increased risk of litigation and other claims that may be asserted against directors
and officers of public companies, as well as the possibility that in certain situations a threat of litigation may be employed
to deter them from exercising their judgment in the best interests of the Company, and the consequent need to allocate the risk
of personal liability through indemnification and insurance;


 


     WHEREAS, the
Company’s Memorandum and Articles of Association, as amended from time to time (the “Memorandum and Articles of Association”),
provide for the Company to indemnify its directors and officers against all actions, proceedings, costs, charges, expenses, losses,
damages or liabilities incurred or sustained by him/her in connection with the execution or discharge of his duties, powers, authorities
or discretions as a Director or officer of the Company, including without prejudice to the generality of the foregoing, any costs,
expenses, losses or liabilities incurred by him/her in defending (whether successfully or otherwise) any civil proceedings concerning
the Company or its affairs in any court whether in the Cayman Islands or elsewhere.


 


     WHEREAS, in recognition
of the Indemnitee’s need for (i) substantial protection against personal liability and (ii) an inducement to continue
to provide effective services to the Company as a director and/or officer thereof, the Company wishes to provide for the indemnification
of the Indemnitee and to advance expenses to the Indemnitee to the fullest extent permitted by law and as set forth in this Agreement,
and, to the extent insurance is maintained by the Company, to provide for the continued coverage of the Indemnitee under the Company’s
directors’ and officers’ liability insurance policies.


 


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


 


		1.	Certain Definitions.



 


          (a) A
“Change in Control” shall be deemed to have occurred if:


 


               (i) any
“person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder (the “Exchange Act”), other than (a) a trustee or other fiduciary
holding securities under an employee benefit plan of the Company; (b) a corporation owned, directly or indirectly, by the
shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (c) any current
beneficial shareholder or group, as defined by Rule 13d-5 of the Exchange Act, including the heirs, assigns and successors
thereof, of beneficial ownership, within the meaning of Rule 13d-3 of the Exchange Act, of securities possessing more than
50% of the total combined voting power of the Company’s outstanding securities; hereafter becomes the “beneficial owner,”
as defined in Rule 13d-3 of the Exchange Act, directly or indirectly, of securities of the Company representing 20% or more
of the total combined voting power represented by the Company’s then outstanding Voting Securities;


 


               (ii) during
any period of two consecutive years, individuals who at the beginning of such period 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 in office who either were directors at the beginning of the period or whose election or nomination for election
was previously so approved, cease for any reason to constitute a majority thereof; or


 


               (iii) the
shareholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or
consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total
voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger
or consolidation, or the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for
the sale or disposition by the Company, in one transaction or a series of transactions, of all or substantially all of the Company’s
assets.


 






    	1 




    	 



    

 


 


          (b)
“Expense” shall mean attorneys’ fees and all other costs, expenses and obligations paid or incurred in
connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing for any of
the foregoing, any Proceeding relating to any Indemnifiable Event.


 


          (c)
“Indemnifiable Event” shall mean any event or occurrence that takes place either prior to or after the execution
of this Agreement, related to the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving
at the request of the Company as a director, officer, employee, or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to employee benefit plans, or by reason of anything done or not done
by the Indemnitee in any such capacity.


 


          (d)
“Proceeding” shall mean any threatened, pending or completed action, suit, investigation or proceeding, and
any appeal thereof, whether civil, criminal, administrative or investigative and/or any inquiry or investigation, whether conducted
by the Company or any other party, that the Indemnitee in good faith believes might lead to the institution of any such action.


 


          
(e) “Reviewing Party” shall mean any appropriate person or body consisting of a member or members of the Company’s
Board or any other person or body appointed by the Board (including the special independent counsel referred to in Section 6)
who is not a party to the particular Proceeding with respect to which the Indemnitee is seeking indemnification.


 


           (f)
“Voting Securities” shall mean any securities of the Company which vote generally in the election of directors.


 


     2. Indemnification. Subject
to Section 4 below, in the event the Indemnitee was or is a party to or is involved (as a party, witness, or otherwise) in
any Proceeding by reason of (or arising in part out of) an Indemnifiable Event, whether the basis of the Proceeding is the Indemnitee’s
alleged action in an official capacity as a director or officer or in any other capacity while serving as a director or officer,
the Company shall indemnify the Indemnitee to the fullest extent permitted by the laws of the Cayman Islands and the Memorandum
and Articles of Association against any and all Expenses, liability, and loss (including judgments, fines, penalties and amounts
paid or to be paid in settlement, and any interest, assessments, or other charges imposed thereon, and any taxes imposed on any
director or officer as a result of the actual or deemed receipt of any payments under this Agreement) (collectively, “Liabilities”)
actually incurred or suffered by such person in connection with such Proceeding. The Company shall provide indemnification pursuant
to this Section 2 as soon as practicable, but in no event later than 30 days after it receives written demand from the Indemnitee.
Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5 below, the Indemnitee shall
not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by the Indemnitee against
the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding.


 


     3. Advancement
of Expenses. Subject to Section 4 below, the Company shall advance Expenses to the Indemnitee within 30 business
days of such request (an “Expense Advance”); provided, however, that if required by applicable laws such Expenses
shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if
it is ultimately determined that the Indemnitee is not entitled to be indemnified by the Company; and provided further, that the
Company shall make such advances only to the extent permitted by law. Expenses incurred by the Indemnitee while not acting in his/her
capacity as a director or officer, including service with respect to employee benefit plans, may be advanced upon such terms and
conditions as the Board, in its sole discretion, deems appropriate.


 






    	2 




    	 



    

 


 


     4. Review
Procedure for Indemnification. Notwithstanding the foregoing, (i) the obligations of the Company under Sections 2
and 3 above shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any
case in which the special independent counsel referred to in Section 6 hereof is involved) that the Indemnitee would not be
permitted to be indemnified under applicable law or the Memorandum and Articles of Association, and (ii) the obligation of
the Company to make an Expense Advance pursuant to Section 3 above shall be subject to the condition that, if, when and to
the extent that the Reviewing Party determines that the Indemnitee would not be permitted to be so indemnified under applicable
law or the Memorandum and Articles of Association, the Company shall be entitled to be reimbursed by the Indemnitee (who hereby
agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if the Indemnitee has commenced
legal proceedings in a court of competent jurisdiction pursuant to Section 5 below to secure a determination that the Indemnitee
should be indemnified under applicable law, any determination made by the Reviewing Party that the Indemnitee would not be permitted
to be indemnified under applicable law shall not be binding and the 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). The Indemnitee’s obligation to reimburse the Company for Expense Advances pursuant to
this Section 4 shall be unsecured and no interest shall be charged thereon. If there has not been a Change in Control, the
Reviewing Party shall be selected by the Board, and if there has been such a Change in Control, other than a Change in Control
which has been approved by a majority of the Company’s Board who were directors immediately prior to such Change in Control,
the Reviewing Party shall be the special independent counsel referred to in Section 6 hereof.


 


     5. Enforcement
of Indemnification Rights. If the Reviewing Party determines that the Indemnitee would not be permitted to be indemnified
in whole or in part under applicable law, or if the Indemnitee has not otherwise been paid in full pursuant to Sections 2
and 3 above within 30 days after a written demand has been received by the Company, the Indemnitee shall have the right to commence
litigation in any court having subject matter jurisdiction thereof and in which venue is proper to recover the unpaid amount of
the demand (an “Enforcement Proceeding”) and, if successful in whole or in part, the Indemnitee shall be entitled
to be paid any and all Expenses in connection with such Enforcement Proceeding. The Company hereby consents to service of process
for such Enforcement Proceeding and to appear in any such Enforcement Proceeding. Any determination by the Reviewing Party otherwise
shall be conclusive and binding on the Company and the Indemnitee.


 


     6. Change
in Control. The Company agrees that if there is a Change in Control of the Company, other than a Change in Control which has
been approved by a majority of the Company’s Board who were directors immediately prior to such Change in Control, then with
respect to all matters thereafter arising concerning the rights of the Indemnitee to indemnity payments and Expense Advances under
this Agreement or any other agreement or under applicable law or the Memorandum and Articles of Association now or hereafter in
effect relating to indemnification for Indemnifiable Events, the Company shall seek legal advice only from special independent
counsel selected by the Indemnitee and approved by the Company, which approval shall not be unreasonably withheld. Such special
independent counsel shall not have otherwise performed services for the Company or the Indemnitee, other than in connection with
such matters, within the last five years. Such 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 the Indemnitee
in an action to determine the Indemnitee’s rights under this Agreement. Such counsel, among other things, shall render its
written opinion to the Company and the Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified
under applicable law. The Company agrees to pay the reasonable fees of the special independent counsel referred to above and to
indemnify fully such counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising
out of or relating to this Agreement or the engagement of special independent counsel pursuant to this Agreement.


 


     7. Partial
Indemnity. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or
a portion of the Expenses and Liabilities, but not, however, for all of the total amount thereof, the Company shall nevertheless
indemnify the Indemnitee for the portion thereof to which the Indemnitee is entitled. Moreover, notwithstanding any other provision
of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defence of any or all Proceedings
relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without
prejudice, the Indemnitee shall be indemnified against all Expenses incurred in connection therewith. In connection with any determination
by the Reviewing Party or otherwise as to whether the Indemnitee is entitled to be indemnified hereunder, the burden of proof shall
be on the Company to establish that the Indemnitee is not so entitled.


 


     8. Non-exclusivity.
The rights of the Indemnitee hereunder shall be in addition to any other rights the Indemnitee may have under any statute, provision
of the Memorandum and Articles of Association, vote of shareholders or disinterested directors or otherwise, both as to action
in an official capacity and as to action in another capacity while holding such office. In the event of any change, after the date
of this Agreement, in any applicable law, statute, or rule which expands the right of a Cayman Islands company to indemnify a member
of its board of directors, such changes shall be, ipso facto, within the purview of the Indemnitee’s rights and
the Company’s obligations, under this Agreement. In the event of any change in any applicable law, statute or rule which
narrows the right of a Cayman Islands company to indemnify a member of its board of directors, such changes, to the extent not
otherwise required by such law, statute or rule to be applied to this Agreement shall have no effect on this Agreement or the parties’
rights and obligations hereunder.


 






    	3 




    	 



    

 


 


     9. Liability
Insurance. To the extent the Company maintains an insurance policy or policies providing directors’ and officers’
liability insurance, the Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the
maximum extent of the coverage available for any director or officer of the Company. If at the time a claim for indemnification
arises hereunder in connection with a Proceeding the Company has director and officer 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.


 


     10. Settlement
of Claims. The Company shall not be liable to indemnify the Indemnitee under this Agreement (a) for any amounts paid in
settlement of any action or claim effected without the Company’s written consent, which consent shall not be unreasonably
withheld; or (b) for 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.


 


     11. No
Presumption. For purposes of this Agreement, to the fullest extent permitted by law, the termination of any Proceeding, action,
suit or claim, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere,
or its equivalent, shall not create a presumption that the 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.


 


     12. Consent
and Waiver by Third Parties. The Indemnitee hereby represents and warrants that he or she has obtained all waivers and/or consents
from third parties which are necessary for his or her employment with the Company on the terms and conditions set forth herein
and to execute and perform this Agreement without being in conflict with any other agreement, obligation or understanding with
any such third party. The Indemnitee represents that he or she is not bound by any agreement or any other existing or previous
business relationship which conflicts with, or may conflict with, the performance of his or her obligations hereunder or prevent
the full performance of his or her duties and obligations hereunder.


 


     13. 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 be deemed or shall constitute 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.


 


     14. 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 the Indemnitee, who shall execute all papers 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.


 


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


 


     16. 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, 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, spouses, heirs, and personal and legal representatives. 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 the Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform if no such succession had taken place. This Agreement shall continue in effect regardless
of whether the Indemnitee continues to serve as a director or officer of the Company or of any other enterprise at the Company’s
request.


 






    	4 




    	 



    

 


 


     17. Severability.
The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within
a single section, paragraph or sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable,
and the remaining provisions shall remain enforceable to the fullest extent permitted by law. 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, illegal or unenforceable.


 


     18. Governing
Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the Cayman Islands applicable
to contracts made and to be performed in such jurisdiction without giving effect to the principles of conflicts of laws.


 


     19. 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.


 


     20. 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 (a) if delivered by hand, when received (b) if transmitted by facsimile, on receipt of an error-free
confirmation, or (c) if by international courier service, on the fourth (4th) business day following the date of deposit with
such courier service, or such earlier delivery date as may be confirmed in writing to the sender by the courier service. All such
notices, demands and other communications shall be addressed as follows:


 


          If
to the Company:


Zhong Yuan Bio-Technology Holding Limited


Suite 2432, Sun Hung Kai Centre


30 Harbour Road


Wanchai, Hong Kong


Telephone: + 852 2919-8916









 


          If
to the Indemnitee:


               
                              
           

                                  
                       

                                  
                       

                                  
                       


 


     Notice of change
of address shall be effective only when done 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.


 


     21. Specific
Performance. The failure of the Company to perform any of its obligations hereunder shall entitle the Indemnitee, as a matter
of course, to request an injunction from any court of competent jurisdiction to enforce such obligations. Such right to request
specific performance shall be cumulative and in addition to any other rights and remedies to which the Indemnitee shall be entitled.


 


     IN WITNESS WHEREOF,
the parties hereto have duly executed and delivered this Agreement as of the day first set forth above.


	 	 	 	 	 
	 	THE COMPANY:



Zhong Yuan Bio-Technology Holdings Limited

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 


 


	 	 	 	 	 
	 	INDEMNITEE:

 	 
	 	 	 
	 	Signature 	 
	 	Print Name:  	 	 
	 


 







 


 



    	5