Exhibit 10.2


 


INDEMNIFICATION AGREEMENT


 


THIS
INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as
of     , 20        between Jerash Holdings
(US), Inc., a Delaware corporation (the “Company”), and                            , an individual
(“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company
and Indemnitee covering the subject matter of this Agreement.


 


WITNESSETH THAT:


 


WHEREAS, Indemnitee performs a valuable service for
the Company;


 


WHEREAS,
the Board of Directors of the Company (the “Board”) has adopted bylaws (the “Bylaws”) providing
for the indemnification of the officers and directors of the Company to the maximum extent authorized by the Delaware General Corporation
Law (the “DGCL”);


 


WHEREAS,
the Bylaws and Section 145 of the DGCL, as amended (“Section 145”), by their nonexclusive nature, permit contracts
between the Company and the officers or directors of the Company with respect to indemnification of its officers or directors;


 


WHEREAS,
this Agreement is supplemental to and in furtherance of the Amended and Restated Certificate of Incorporation (the “Certificate
of Incorporation”), the Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor,
nor to diminish or abrogate any rights of Indemnitee thereunder;


 


WHEREAS,
in accordance with the authorization as provided by Section 145, the Company may purchase and maintain a policy or policies of
directors’ and officers’ liability insurance, covering certain liabilities which may be incurred by its officers or
directors in the performance of their obligations to the Company; and


 


WHEREAS,
in order to induce Indemnitee to continue to serve as an officer or director of the Company, the Company has determined and agreed
to enter into this contract with Indemnitee.


 


NOW, THEREFORE,
in consideration of Indemnitee’s service as an officer or director after the date hereof, the parties hereto agree as follows:


 


1. Definitions. For purposes of this Agreement:


 


		(a)	“Corporate Status” means the status
of a person who is or was a director (including, without limitation, serving as a member of any committee or subcommittee of the
Board), officer, employee, agent or fiduciary of the Company (or any subsidiary of the Company) or of any other corporation, limited
liability company, partnership, joint venture, trust, employee benefit plan or other enterprise that the person is or was serving
at the express written request of the Company.



 


		(b)	“Disinterested Director” means
a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.



 






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		(c)	“Enterprise” means the Company
and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that Indemnitee is or
was serving at the express written request of the Company as a director, officer, employee, agent or fiduciary.



 


		(d)	“Expenses” means all reasonable
attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs,
printing and binding costs, telephone charges, postage, delivery service fees , any federal, state, local or foreign taxes imposed
on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, ERISA excise taxes and penalties,
and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing
to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding. Expenses also shall
include (i) Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium,
security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, and (ii) for
purposes of Section 7(d) only, Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense
of Indemnitee’s rights under this Agreement, by litigation or otherwise. The parties agree that for the purposes of any
advancement of Expenses for which Indemnitee has made written demand to the Company in accordance with this Agreement, all Expenses
included in the demand that are certified by affidavit of Indemnitee’s counsel as being reasonable shall be presumed conclusively
to be reasonable. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or
fines against Indemnitee.



 


		(e)	“Independent Counsel” means a law
firm, or a member of a law firm, that is experienced in matters of corporation 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 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. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to
above and to fully indemnify the Independent Counsel against any and all Expenses, claims, liabilities and damages arising out
of or relating to this Agreement or its engagement pursuant hereto.



 


		(f)	“Proceeding” means any threatened,
pending or completed action, suit, claim, counterclaim, cross claim, arbitration, mediation, alternate dispute resolution mechanism,
investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or
in the right of the Company or otherwise and whether of a civil, criminal, administrative, legislative or investigative (formal
or informal) nature, including any appeal therefrom, in which Indemnitee was, is or will be involved as a party, potential party,
non-party witness or otherwise by reason of the fact that Indemnitee is or was an officer or director of the Company, by reason
of any action taken by Indemnitee or of any inaction on Indemnitee’s part while acting as an officer or director 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, employee,
agent or fiduciary of another corporation, partnership, joint venture, trust or other Enterprise or of any action (or failure
to act) on Indemnitee’s part while acting pursuant to Indemnitee’s Corporate Status; in each case whether or not Indemnitee
is acting or serving in that capacity at the time any liability or Expense is incurred for which indemnification, reimbursement,
or advancement of Expenses can be provided under this Agreement; including one pending on or before the date of this Agreement,
but excluding one initiated by an Indemnitee pursuant to Section 7 hereof to enforce Indemnitee’s rights under this
Agreement. If the Indemnitee believes in good faith that a given situation may lead to or culminate in the institution of a Proceeding,
this shall be considered a Proceeding under this paragraph.



 






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2. Indemnification of Indemnitee.
The Company hereby agrees to hold harmless and indemnify Indemnitee to the full extent authorized or permitted by the provisions
of Section 145, the Certificate of Incorporation, and the Bylaws, all as may be amended from time to time. In furtherance of the
foregoing indemnification, and without limiting the generality thereof:


 


		(a)	Proceedings Other Than Proceedings by or in the
Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 2(a)
if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in
any Proceeding other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this
Section 2(a), the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses,
judgments, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection
with or in respect of those Expenses, judgments, fines and amounts paid in settlement) actually and reasonably incurred by Indemnitee,
or on Indemnitee’s behalf, in connection with the 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
with respect to any criminal Proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. The parties
hereto intend that this Agreement shall provide to the fullest extent permitted by law for indemnification in excess of that expressly
permitted by statute, including, without limitation, any indemnification provided by the Certificate of Incorporation, the Bylaws,
the vote of its stockholders or Disinterested Directors, or applicable law.



 


		(b)	Proceedings by or in the Right of the Company.
The Company shall indemnify Indemnitee in accordance with the provisions of this Section 2(b) if, by reason of Indemnitee’s
Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the
right of the Company to procure a judgment in its favor. Pursuant to this Section 2(b), the Company shall indemnify Indemnitee
to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s
behalf, in connection with the 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 of Expenses shall
be made under this Section 2(b) 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 the Court of Chancery of the State of Delaware
or any court in which the Proceeding was brought 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.



 






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		(c)	Indemnification of Expenses of a Party Who is Wholly
or Partly Successful. Notwithstanding any other provision of this Agreement, to the fullest extent permitted by applicable
law and to the extent that Indemnitee 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 indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s
behalf in connection therewith. If Indemnitee is not wholly successful in the Proceeding but is successful, on the merits or otherwise,
as to one or more but less than all claims, issues or matters in the Proceeding, the Company shall indemnify 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 to the fullest extent permitted by law. For purposes of this Section 2(c) and without limitation,
the termination of any claim, issue or matter in a Proceeding by dismissal, with or without prejudice, shall be deemed to be a
successful result as to that claim, issue or matter.



 


3. Additional Indemnity.


 


		(a)	In addition to, and without regard to any limitations
on, the indemnification provided for in Section 2 hereof, the Company shall and hereby does indemnify and hold harmless
Indemnitee, to the fullest extent permitted by applicable law, against all Expenses, judgments, penalties, fines and amounts paid
in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf if, by reason of Indemnitee’s
Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding
by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive
wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement
shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures,
and subject to the presumptions, set forth in Sections 7 and 8 hereof) to be unlawful under Delaware law.



 


		(b)	For the purposes of Section 2(a), the meaning
of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to:



 


(i) to
the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement,
or the corresponding provision of any amendment to or replacement of the DGCL, and


 


(ii) to
the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement
that increase the extent to which a corporation may indemnify its officers and directors.


 



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4. Indemnification of Expenses
of a Witness. Notwithstanding any other provision of this Agreement, to the fullest extent permitted by applicable law and
to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or otherwise asked to participate
in any Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified against all Expenses actually and reasonably
incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.


 


5. Advancement of Expenses.
Notwithstanding any provision of this Agreement to the contrary (other than Section 7), the Company shall advance, to the
extent not prohibited by law, the Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding (or any part
of any Proceeding) not initiated by Indemnitee. The Company shall make this advancement within 10 days after the receipt by the
Company of a statement or statements from Indemnitee requesting the advance or advances from time to time, whether prior to or
after final disposition of the Proceeding. The Indemnitee’s statement or statements shall reasonably evidence the Expenses
incurred by Indemnitee and shall include or be preceded or accompanied by an undertaking by or on behalf of Indemnitee to repay
any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against the Expenses.
Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free. Notwithstanding
the foregoing, the obligation of the Company to advance Expenses pursuant to this Section 5 shall be subject to the condition
that, if, when, and to the extent that the Company determines that Indemnitee would not be permitted to be indemnified under applicable
law, the Indemnitee shall reimburse the Company for all amounts theretofore paid within 30 days of this determination; provided,
however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure
a determination that Indemnitee should be indemnified under applicable law, any determination made by the Company that Indemnitee
would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse
the Company for any advance of Expenses until a final judicial determination is made with respect thereto (and as to which all
rights of appeal therefrom have been exhausted or lapsed). No other form of undertaking shall be required other than the execution
of this Agreement.


 


6. Procedures and Presumptions
for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure for Indemnitee rights of
indemnity that are as favorable as may be permitted under Section 145 and the public policy of the State of Delaware. Accordingly,
the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee
is entitled to indemnification under this Agreement:


 


		(a)	To obtain indemnification (including, but not limited
to, the advancement of Expenses and contribution by the Company) under this Agreement, Indemnitee shall submit to the Company
a written request, including therein or therewith documentation and information as is reasonably available to Indemnitee and is
reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company
shall, promptly upon receipt of the written request for indemnification, advise the Board in writing that Indemnitee has requested
indemnification.



 


		(b)	Upon written request by Indemnitee for indemnification
pursuant to the first sentence of Section 6(a) hereof, a determination, if required by applicable law, with respect to
Indemnitee’s entitlement thereto shall be made in the specific case by one of the following three methods, which shall be
at the election of Board:



 


(i) a majority vote of
the Disinterested Directors, even if less than a quorum;


 


(ii) Independent Counsel
in a written opinion; or


 


(iii) a vote of the Company’s
stockholders.




 



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		(c)	If the determination of entitlement to indemnification
is to be made by Independent Counsel pursuant to Section 6(b)(ii) hereof, the Independent Counsel shall be selected as
provided in this Section 6(c). The Independent Counsel shall be selected by the Company. Indemnitee may, within 10 days
after written notice of selection shall have been given, deliver to the Company a written objection to the selection; provided,
however, that the 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 1(e) hereof, and the objection shall set forth with particularity
the factual basis of this assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel.
If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless
and until the objection is withdrawn or a court has determined that the objection is without merit. If, within 20 days after the
later of submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof and the final
disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee
may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection
which shall have been made by Indemnitee to the selection of Independent Counsel or for the appointment as Independent Counsel
of a person selected by the court or by any other person as the court shall designate, and the person with respect to whom all
objections are so resolved or the person so appointed shall act as Independent Counsel under Section 6(b) hereof. The Company
shall pay any and all reasonable fees and expenses of Independent Counsel incurred by the Independent Counsel in connection with
acting pursuant to Section 6(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures
of this Section 6(c), regardless of the manner in which the Independent Counsel was selected or appointed.



 


		(d)	In making a determination with respect to entitlement
to indemnification hereunder, the person, persons or entity making the determination shall, to the fullest extent not prohibited
by law, presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption
shall have the burden of proof and the burden of persuasion by clear and convincing evidence.



 


		(e)	For the purposes of any determination of good faith,
Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account
of the Enterprise, including financial statements, or on information supplied to Indemnitee by the directors or officers of the
Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given
or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with
reasonable care by the Enterprise. In addition, the knowledge and actions, or failure to act, of any director, officer, agent
or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under
this Agreement. Whether or not the foregoing provisions of this Section 6(e) are satisfied, it shall in any event be presumed
that Indemnitee has at all times acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to
the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of
persuasion by clear and convincing evidence.



 






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		(f)	If the person, persons or entity empowered or selected
under this Section 6 to determine whether Indemnitee is entitled to indemnification shall not have made a determination
within 30 days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification
shall, to the fullest extent not prohibited by law, be deemed to have been made and Indemnitee shall be entitled to 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 prohibition of indemnification
under applicable law; provided, however, that the 30-day period may be extended for a reasonable time, not to exceed an additional
15 days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith
requires additional time to obtain or evaluate documentation and information relating thereto; and provided further, that the
foregoing provisions of this Section 6(f) shall not apply if the determination of entitlement to indemnification is to
be made by the stockholders pursuant to Section 6(b) hereof and if (x) within 15 days after receipt by the Company of the
request for this determination, the Board or the Disinterested Directors, if appropriate, resolve to submit the determination
to the stockholders for their consideration at an annual meeting thereof to be held within 75 days after such receipt and such
determination is made thereat, or (y) a special meeting of stockholders is called within 15 days after such receipt for the purpose
of making such determination, such meeting is held for such purpose within 60 days after having been so called and such determination
is made thereat.



 


		(g)	Indemnitee shall cooperate with the person, persons
or entity making the determination with respect to Indemnitee’s entitlement to indemnification, including providing to the
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 the determination. Any Independent
Counsel, member of the Board or stockholder of the Company shall act reasonably and in good faith in making a determination regarding
the Indemnitee’s entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys’
fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making the determination shall
be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company
hereby indemnifies and agrees to hold Indemnitee harmless therefrom.



 


		(h)	The Company acknowledges that a settlement or other
disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and
uncertainty. In the event that any action, claim or proceeding to which Indemnitee is a party is resolved in any manner other
than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with
or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or
otherwise in such action, suit or proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the
burden of persuasion by clear and convincing evidence.



 






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7. Remedies of Indemnitee.


 


		(a)	In the event that (i) a determination is made pursuant
to Section 6 hereof that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses
is not timely made pursuant to Section 5 hereof, (iii) no determination of entitlement to indemnification is made pursuant
to Section 6(b) hereof within 90 days after receipt by the Company of the request for indemnification, (iv) payment of
indemnification is not made pursuant to this Agreement within 10 days after receipt by the Company of a written request therefor,
(v) payment of indemnification is not made within 10 days after a determination has been made that Indemnitee is entitled to indemnification
or the determination is deemed to have been made pursuant to Section 6 hereof, or (vi) in the event that the Company or
any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation
or other action or Proceeding designed to deny, or to recover from the Indemnitee the benefits provided or intended to be provided
to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware,
or in any other court of competent jurisdiction, of Indemnitee’s entitlement to indemnification or advancement of Expenses.
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. Indemnitee shall commence the proceeding
seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right
to commence such proceeding pursuant to this Section 7(a). The Company shall not oppose Indemnitee’s right to seek
any such adjudication or award in arbitration.



 


		(b)	In the event that a determination shall have been
made pursuant to Section 6(b) hereof that Indemnitee is not entitled to indemnification, any judicial proceeding commenced
pursuant to this Section 7 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 the adverse determination under Section 6(b) hereof. In any judicial
proceeding or arbitration commenced pursuant to this Section 7 the Company shall have the burden of proving Indemnitee
is not entitled to indemnification or advancement of Expenses, as the case may be.



 


		(c)	If a determination shall have been made pursuant to
Section 6(b) hereof that Indemnitee is entitled to indemnification, the Company shall be bound by this determination in
any judicial proceeding or arbitration commenced pursuant to this Section 7, 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 indemnification under applicable law.



 






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		(d)	In the event that Indemnitee, pursuant to this Section
7, seeks a judicial adjudication of Indemnitee’s rights under, or to recover damages for breach of, this Agreement,
or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company
shall pay on Indemnitee’s behalf, in advance, any and all Expenses actually and reasonably incurred by Indemnitee in the
judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to indemnification, advancement
of expenses or insurance recovery.



 


		(e)	The Company shall, to the fullest extent not prohibited
by law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 7 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.



 


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



 


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


 


		(a)	The rights of indemnification and to receive advancement
of Expenses 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 Certificate of Incorporation, the Bylaws, any agreement, a vote of stockholders, 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 action taken or omitted by the Indemnitee in Indemnitee’s
Corporate Status prior to the amendment, alteration or repeal. To the extent that a change in Section 145, whether by statute
or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Bylaws
and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits
so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and
every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not
prevent the concurrent assertion or employment of any other right or remedy.



 


		(b)	To the extent that the Company maintains an insurance
policy or policies providing liability insurance for directors, officers, employees, or agents or fiduciaries of the Company or
of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person serves
at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to
the maximum extent of the coverage available for any director, officer, employee, agent or fiduciary under such policy or policies.



 


9. Liability
Insurance. The Company currently maintains liability insurance applicable to directors, officers, employees, or agents,
and, to the extent liability insurance of comparable scope can continue to be purchased at reasonable cost, the Company shall
continue to maintain this coverage. Indemnitee shall be covered by these policies in such a manner as to provide the
Indemnitee the same rights and benefits as are provided to the most favorably insured of the Company’s directors. The
Company shall notify Indemnitee of any change, lapse or cancellation of this coverage.


 






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10. Exception to Right
of Indemnification. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification
under this Agreement with respect to any Proceeding brought by Indemnitee, or any claim therein, unless (a) the bringing of such
Proceeding or making of such claim shall have been approved by the Board or (b) such Proceeding is being brought by Indemnitee
to assert, interpret or enforce Indemnitee’s rights under this Agreement. The Company shall not be obligated to indemnify
Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if the settlement is effected by Indemnitee without
the Company’s prior written consent, which consent shall not be unreasonably withheld, unless the settlement solely involves
the payment of money or performance of any obligation by persons other than the Company and includes an unconditional release of
the Company by all relevant parties from all liability on any matters that are the subject of such Proceeding and an acknowledgment
that the Company denies all wrongdoing in connection with such matters. The Company shall not, without the prior written consent
of Indemnitee, which consent shall not be unreasonably withheld, effect any settlement of any Proceeding against Indemnitee or
which could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden
on Indemnitee, unless the settlement solely involves the payment of money or performance of any obligation by persons other than
Indemnitee and includes an unconditional release of Indemnitee by all relevant parties from all liability on any matters that are
the subject of such Proceeding and an acknowledgment that Indemnitee denies all wrongdoing in connection with such matters.


 


11. Duration of Agreement.
All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is an officer or director
of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as Indemnitee could be subject to
any Proceeding (or any proceeding commenced under Section 7 hereof) by reason of Indemnitee’s Corporate Status, whether
or not Indemnitee is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification
can be provided under this Agreement. 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 or assets of the Company), assigns, spouses, heirs, executors and personal
and legal representatives.


 


12. Security. 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 the Indemnitee.


 


13. Severability.
If any provision or provisions of this Agreement shall be held by a court of competent jurisdiction to be invalid, void,
illegal or otherwise 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 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; and (b) to
the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any section 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. Without limiting the generality
of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights to the fullest extent permitted
by applicable laws. In the event any provision hereof conflicts with any applicable law, such provision shall be deemed
modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.


 






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14. Enforcement.


 


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



 


		(b)	This Agreement constitutes the entire agreement between
the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written
and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this
Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws and applicable law, and shall
not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.



 


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


 


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


 


17. Notices. All notices,
requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if (a) delivered
by hand and receipted for by the party to whom said notice or other communication shall have been directed, (b) mailed by certified
or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, or (c) mailed with
a nationally recognized overnight courier specifying next day delivery with written verification of receipt, on the first business
day after the date on which it is so mailed:


 


(a) If to Indemnitee, to
the address set forth below Indemnitee signature hereto.


 


(b) If to the Company, to:


 


Jerash Holdings (US), Inc.


277 Fairfield Road, Suite 338


Fairfield, NJ 07004


Attention: Chief Financial Officer


 






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with a copy (which does not constitute
notice) to:


 


Hunter Taubman Fischer & Li LLC


1450 Broadway, 26th Floor


New York, NY 10018


Attention: Ying Li, Esq.


 


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


 


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


 


19. 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.


 


20. Headings. The headings
of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement
or to affect the construction thereof.


 


21. Governing Law.
The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State
of Delaware without application of the conflict of laws principles thereof.


 




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


 


	 	JERASH HOLDINGS (US), INC.
	 	 	 
	 	By:	                             
	 	Name: 	 
	 	Title:	 


 


	 	INDEMNITEE
	 	 
	 	[Indemnitee name]
	 	 
	 	 	                     
	 	Address: 	 
	 	 	 
	 	 	 


 


[Signature Page to Indemnification Agreement]


 


 


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