Exhibit 10.2


 


INDEMNIFICATION AGREEMENT


 


This Indemnification Agreement (this “Agreement”)
is entered into as of                 by and between Pop Culture Group Co., Ltd, a Cayman Islands company (the “Company”), and
the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.


 


RECITALS


 


The Board of Directors of the Company (the
“Board of Directors”) has determined that the inability to attract and retain highly competent persons to serve
the Company is detrimental to the best interests of the Company and its shareholders and that it is reasonable and necessary for
the Company to provide adequate protection to such persons against risks of claims and actions against them arising out of their
services to the corporation.


 


AGREEMENT


 


In consideration of the premises and the
covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:


 


A. DEFINITIONS


 


The following terms shall have the meanings defined below:


 


Expenses shall include, without
limitation, damages, judgments, fines, penalties, settlements and costs, attorneys’ fees and disbursements and costs of attachment
or similar bond, investigations, and any other expenses paid or incurred in connection with investigating, defending, being a witness
in, participating in (including on appeal), or preparing for any of the foregoing in, any Proceeding.


 


Indemnifiable Event means
any event or occurrence that takes place either before or after the execution of this Agreement, related to the fact that Indemnitee
is or was a director or an officer of the Company, or is or was serving at the request of the Company as a director or officer
of another corporation, partnership, joint venture or other entity, or related to anything done or not done by Indemnitee in any
such capacity, including, but not limited to neglect, breach of duty, error, misstatement, misleading statement or omission.


 


Participant means a person
who is a party to, or witness or participant (including on appeal) in, a Proceeding.


 


Proceeding means any threatened,
pending, or completed action, suit, arbitration or proceeding, or any inquiry, hearing or investigation, whether civil, criminal,
administrative, investigative or other, including appeal, in which Indemnitee may be or may have been involved as a party or otherwise
by reason of an Indemnifiable Event.


 


B. AGREEMENT TO INDEMNIFY


 


1. General Agreement. In the event
Indemnitee was, is, or becomes a Participant in, or is threatened to be made a Participant in, a Proceeding, the Company shall
indemnify the Indemnitee from and against any and all Expenses which Indemnitee incurs or becomes obligated to incur in connection
with such Proceeding, to the fullest extent permitted by applicable law.


 


2. Indemnification of Expenses of Successful
Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits
in defense of any Proceeding or in defense of any claim, issue or matter in such Proceeding, the Company shall indemnify Indemnitee
against all Expenses incurred in connection with such Proceeding or such claim, issue or matter, as the case may be.


 


3. Partial Indemnification. If Indemnitee
is entitled under any provision of this Agreement to indemnification by the Company for a portion of Expenses, but not for the
total amount of Expenses, the Company shall indemnify the Indemnitee for the portion of such Expenses to which Indemnitee is entitled.


 


4. No Employment Rights. Nothing
in this Agreement is intended to create in Indemnitee any right to continued employment with the Company.


 






    	



    


    






 


5. Contribution. If the indemnification
provided in this Agreement is unavailable and may not be paid to Indemnitee for any reason other than those set forth in Section
B.4, then the Company shall contribute to the amount of Expenses paid in settlement actually and reasonably incurred and paid or
payable by Indemnitee in such proportion as is appropriate to reflect (i) the relative benefits received by the Company on the
one hand and by the Indemnitee on the other hand from the transaction or events from which such Proceeding arose, and (ii) the
relative fault of the Company on the one hand and of the Indemnitee on the other hand in connection with the events which resulted
in such Expenses, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and
of the Indemnitee on the other hand shall be determined by reference to, among other things, the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Expenses, judgments,
fines or settlement amounts. The Company agrees that it would not be just and equitable if contribution pursuant to this Section
B.5 were determined by pro rata allocation or any other method of allocation which does not take account of the foregoing equitable
considerations.


 


C. INDEMNIFICATION PROCESS


 


1. Notice and Cooperation by Indemnitee.
Indemnitee shall, as a condition precedent to his/her right to be indemnified under this Agreement, give the Company notice in
writing as soon as practicable of any claim made against Indemnitee for which indemnification will or could be sought under this
Agreement, provided that the delay of Indemnitee to give notice hereunder shall not prejudice any of Indemnitee’s rights
hereunder, unless such delay results in the Company’s forfeiture of substantive rights or defenses. Notice to the Company
shall be given in accordance with Section F.7 below. If, at the time of receipt of such notice, the Company has directors’
and officers’ liability insurance policies in effect, the Company shall give prompt notice to its insurers of the Proceeding
relating to the notice. The Company shall thereafter take all necessary and desirable action to cause such insurers to pay, on
behalf of Indemnitee, all Expenses payable as a result of such Proceeding. In addition, Indemnitee shall give the Company such
information and cooperation as the Company may reasonably request.


 


2. Indemnification Payment.


 


(a) Advancement of Expenses. Indemnitee
may submit a written request with reasonable particulars to the Company requesting that the Company advance to Indemnitee all Expenses
that may be reasonably incurred in advance by Indemnitee in connection with a Proceeding. The Company shall, within 10 business
days of receiving such a written request by Indemnitee, advance all requested Expenses to Indemnitee. Any excess of the advanced
Expenses over the actual Expenses will be repaid to the Company.


 


(b) Reimbursement of Expenses. To
the extent Indemnitee has not requested any advanced payment of Expenses from the Company, Indemnitee shall be entitled to receive
reimbursement for the Expenses incurred in connection with a Proceeding from the Company immediately after Indemnitee makes a written
request to the Company for reimbursement unless the Company refers the indemnification request to the Reviewing Party in compliance
with Section C.2(c) below.


 


(c) Determination by the Reviewing Party.
If the Company reasonably believes that it is not obligated under this Agreement to indemnify the Indemnitee, the Company shall,
within 10 days after the Indemnitee’s written request for an advancement or reimbursement of Expenses, notify the Indemnitee
that the request for advancement of Expenses or reimbursement of Expenses will be submitted to the Reviewing Party (as hereinafter
defined). The Reviewing Party shall make a determination on the request within 30 days after the Indemnitee’s written request
for an advancement or reimbursement of Expenses. Notwithstanding anything foregoing to the contrary, in the event the Reviewing
Party informs the Company that Indemnitee is not entitled to indemnification in connection with a Proceeding under this Agreement
or applicable law, the Company shall be entitled to be reimbursed by Indemnitee for all the Expenses previously advanced or otherwise
paid to Indemnitee in connection with such Proceeding; provided, however, that Indemnitee may bring a suit to enforce
his/her indemnification right in accordance with Section C.3 below.




 


3. Suit to Enforce Rights. Regardless
of any action by the Reviewing Party, if Indemnitee has not received full indemnification within 30 days after making a written
demand in accordance with Section C.2 above or 50 days if the Company submits a request for advancement or reimbursement to the
Reviewing Party under Section C.2(c) above, Indemnitee shall have the right to enforce its indemnification rights under this Agreement
by commencing litigation in any court of competent jurisdiction seeking a determination by the court or challenging any determination
by the Reviewing Party or any aspect of this Agreement. Any determination by the Reviewing Party not challenged by Indemnitee and
any judgment entered by the court shall be binding on the Company and Indemnitee.


 


4. Assumption of Defense. In the
event the Company is obligated under this Agreement to advance or bear any Expenses for any Proceeding against Indemnitee, the
Company shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, upon delivery to Indemnitee
of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention
of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently
incurred by Indemnitee with respect to the same Proceeding, unless (i) the employment of counsel by Indemnitee has been previously
authorized by the Company, (ii) Indemnitee shall have reasonably concluded, based on written advice of counsel, that there may
be a conflict of interest of such counsel retained by the Company between the Company and Indemnitee in the conduct of any such
defense, or (iii) the Company ceases or terminates the employment of such counsel with respect to the defense of such Proceeding,
in any of which events the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. At all times,
Indemnitee shall have the right to employ counsel in any Proceeding at Indemnitee’s expense.


 






    	



    


    






 


5. 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
that it is not permissible under this Agreement or applicable law for the Company to indemnify the 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 under this Agreement, the burden of proving such a defense or determination shall be on the Company.


 


6. No Settlement without Consent.
Neither party to this Agreement shall settle any Proceeding in any manner that would impose any damage, loss, penalty or limitation
on Indemnitee without the other party’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold its
consent to any proposed settlement.


 


7. Company Participation. Subject
to Section B.5, the Company shall not be liable to indemnify the Indemnitee under this Agreement with regard to any judicial action
if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense, conduct and/or
settlement of such action.


 


8. Reviewing Party.


 


(a) For purposes of this Agreement, the
Reviewing Party with respect to each indemnification request of Indemnitee that is referred by the Company pursuant to Section
C.2(c) above shall be (A) the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter
defined), or (B) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable,
said Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which
shall be delivered to Indemnitee. If the Reviewing Party determines that Indemnitee is entitled to indemnification, payment to
Indemnitee shall be made within 10 days after such determination. Indemnitee shall cooperate with the person, persons or entity
making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person,
persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected
from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Independent
Counsel or member of the Board of Directors shall act reasonably and in good faith in making a determination under this Agreement
of the Indemnitee’s entitlement to indemnification. Any reasonable costs or expenses (including reasonable attorneys’
fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall
be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company
hereby indemnifies and agrees to hold Indemnitee harmless therefrom. “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.


 


(b) If the determination of entitlement
to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected as provided in this Section
C.8(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by
the Board of Directors, in which event the proceeding sentence shall apply), and Indemnitee shall give written notice to the Company
advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may
be, may, within 10 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee,
as the case may be, a written objection to such selection; provided, however, that such objection may be asserted
only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel”
as defined in Section C.8(d) of this Agreement, and the objection shall set forth with particularity the factual basis of such
assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection
is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection
is withdrawn or a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee
of a written request for indemnification, no Independent Counsel shall have been selected and not objected to, either the Company
or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the
Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of
a person selected by the court or by such 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. The Company shall pay any and all reasonable fees
and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting under this Agreement, and the
Company shall pay all reasonable fees and expenses incident to the procedures of this Section C.8(b), regardless of the manner
in which such Independent Counsel was selected or appointed.


 



    	



    


    

 


(c) In making a determination with respect
to entitlement to indemnification hereunder, the Reviewing Party shall presume that Indemnitee is entitled to indemnification under
this Agreement if Indemnitee has submitted a request for indemnification in accordance with this Agreement, and the Company shall
have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination
contrary to that presumption. The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement
(with or without court approval), conviction, or upon a plea of nolocontendere or its equivalent, shall not (except as otherwise
expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption
that Indemnitee did not act in good faith and in a manner which he/she reasonably believed to be in or not opposed to the best
interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his/her
conduct was unlawful. For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if
Indemnitee’s action is based on the records or books of account of the Company and any other corporation, partnership, joint
venture or other entity of which Indemnitee is or was serving at the written request of the Company as a director, officer, employee,
agent or fiduciary, including financial statements, or on information supplied to Indemnitee by the officers and directors of the
Company or such other corporation, partnership, joint venture or other entity in the course of their duties, or on the advice of
legal counsel for the Company or such other corporation, partnership, joint venture or other entity or on information or records
given or reports made to the Company or such other corporation, partnership, joint venture or other entity by an independent certified
public accountant or by an appraiser or other expert selected with reasonable care by the Company or such other corporation, partnership,
joint venture or other entity. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or
employee of the Company or such other corporation, partnership, joint venture or other entity shall not be imputed to Indemnitee
for purposes of determining the right to indemnification under this Agreement. The provisions of this Section C.8(c) shall not
be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the
applicable standard of conduct set forth in this Agreement.


 


(d) “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 such party (other
than with respect to matters concerning the 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 of the Independent Counsel referred
to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating
to this Agreement or its engagement pursuant hereto.


 


D. DIRECTOR AND OFFICER LIABILITY INSURANCE


 


1. Good Faith Determination. The
Company shall from time to time make the good faith determination whether or not it is practicable for the Company to obtain and
maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company
with coverage for losses incurred in connection with their services to the Company or to ensure the Company’s performance
of its indemnification obligations under this Agreement.


 


2. Coverage of Indemnitee. 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 of the Company’s directors or officers.


 


3. No Obligation. Notwithstanding
the foregoing, the Company shall have no obligation to obtain or maintain any director and officer insurance policy if the Company
determines in good faith that such insurance is not reasonably available in the case that (i) premium costs for such insurance
are disproportionate to the amount of coverage provided, or (ii) the coverage provided by such insurance is limited by exclusions
so as to provide an insufficient benefit.


 


E. NON-EXCLUSIVITY; U.S. FEDERAL PREEMPTION; TERM


 


1. Non-Exclusivity. The indemnification
provided by this Agreement shall not be deemed exclusive of any rights to which Indemnitee may be entitled under the Company’s
current memorandum and articles of association, as may be amended from time to time, applicable law or any written agreement between
Indemnitee and the Company (including its subsidiaries and affiliates). The indemnification provided under this Agreement shall
continue to be available to Indemnitee for any action taken or not taken while serving in an indemnified capacity even though he/she
may have ceased to serve in any such capacity at the time of any Proceeding.


 


2. U.S. Federal Preemption. Notwithstanding
the foregoing, both the Company and Indemnitee acknowledge that in certain instances, U.S. federal law or public policy may override
applicable law and prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Such instances
include, but are not limited to, the U.S. Securities and Exchange Commission (the “SEC”)’s prohibition
on indemnification for liabilities arising under certain U.S. federal securities laws. Indemnitee understands and acknowledges
that the Company has undertaken or may be required in the future to undertake with the SEC to submit the question of indemnification
to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.


 



    	



    


    

 


3. Duration of Agreement. All agreements
and obligations of the Company contained herein shall continue during the period Indemnitee is an officer and/or a 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 shall be subject to
any Proceeding by reason of his/her former or current capacity at the Company, whether or not he/she is acting or serving in any
such capacity at the time any Expense is incurred for which indemnification can be provided under this Agreement. This Agreement
shall continue in effect regardless of whether Indemnitee continues to serve as an officer and/or a director of the Company or
any other enterprise at the Company’s request.


 


F. MISCELLANEOUS


 


1. Amendment of this Agreement.
No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by the parties hereto.
No waiver of any of the provisions of this Agreement shall operate as a waiver of any other provisions (whether or not similar),
nor shall such waiver constitute a continuing waiver. Except as specifically provided in this Agreement, no failure to exercise
or any delay in exercising any right or remedy shall constitute a waiver.


 


2. Subrogation. In the event of
payment to Indemnitee by the Company under this Agreement, the Company shall be subrogated to the extent of such payment to all
of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to
secure such rights, including the execution of such documents necessary to enable the Company to bring suit to enforce such rights.


 


3. Assignment; Binding Effect. Neither
this Agreement nor any of the rights or obligations hereunder may be assigned by either party hereto without the prior written
consent of the other party; except that the Company may, without such consent, assign all such rights and obligations to a successor
in interest to the Company which assumes all obligations of the Company under this Agreement. Notwithstanding the foregoing, this
Agreement shall be binding upon and inure to the benefit of and be enforceable by and against the parties hereto and the Company’s
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) and assigns, as well as Indemnitee’s spouses, heirs, and personal and legal
representatives.


 


4. Severability and Construction.
Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in
violation of applicable law. The Company’s inability, pursuant to a court order, to perform its obligations under this Agreement
shall not constitute a breach of this Agreement. In addition, if any portion 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. The parties hereto acknowledge that they each have opportunities to have their respective counsels
review this Agreement. Accordingly, this Agreement shall be deemed to be the product of both of the parties hereto, and no ambiguity
shall be construed in favor of or against either of the parties hereto.


 


5. Counterparts. This Agreement
may be executed in two counterparts, both of which taken together shall constitute one instrument.


 


6. Governing Law. This agreement
and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed
and interpreted in accordance with the laws of the State of New York, without giving effect to conflicts of law provisions thereof.


 


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


 


Pop Culture Group Co., Ltd


 


Attention: Chief Executive Officer


 


and to Indemnitee at his/her address last
known to the Company.


 


8. Entire Agreement. This Agreement
constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties
with respect to the subject matter hereof.


 


(Signature page follows)


 



    	



    


    

 


IN WITNESS WHEREOF, the parties hereto execute this Agreement
as of the date first written above.


 


Pop Culture Group Co., Ltd


 


By:


Name:


Title:


 


Indemnitee


 


Signature:


Name:


 


[Signature Page to Indemnification Agreement]