Exhibit 10.5


 


METAL
SKY STAR ACQUISITION CORPORATION


INDEMNITY
AGREEMENT


 


THIS
INDEMNITY AGREEMENT (this “Agreement”) is made on March 31, 2022.


 


Between:


 


	(1)	METAL
    SKY STAR ACQUISITION CORPORATION, an exempted company incorporated under the laws of the Cayman Islands (the “Company”);
    and


 


	(2)	Man
    Chak Leung, Wenxi He, Zhuo Wang, Zining Jiang, and Xinghua Fan (“Indemnitee”).


 


Whereas:


 


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


 


	(B)	The
    board of directors of the Company (the “Board”) has determined that, in order to attract and retain qualified
    individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect
    persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance
    has been a customary and widespread practice among publicly traded corporations and other business enterprises, the Company
    believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher
    premiums and with more exclusions. At the same time, directors, officers and other persons in service to corporations
    or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other
    things, matters that traditionally would have been brought only against the Company or business enterprise itself. The
    amended and restated articles of association of the Company (the “Articles”) provide for the indemnification
    of the officers and directors of the Company. The Articles expressly provide that the indemnification provisions set
    forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members
    of the board of directors, officers and other persons with respect to indemnification, hold harmless, exoneration, advancement
    and reimbursement rights;


 


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


 


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


 


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


 


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


 


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


 


NOW,
THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement
dated as of March 31, 2022 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the
Underwriters in connection with the Company’s initial public offering as described in the Company’s Registration Statement
on Form S-1 (SEC File No. 333-260251), the Company and Indemnitee do hereby covenant and agree as follows:


 





     


     


    

 


TERMS
AND CONDITIONS


 


	1	SERVICES
    TO THE COMPANY


 


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


 


	2	DEFINITIONS


 


As
used in this Agreement:


 


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


 


	2.2	The
    terms “Beneficial Owner” and “Beneficial Ownership” shall have the meanings set forth
    in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.


 


	2.3	A
    “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement
    of any of the following events:


 


	 	(a)	Acquisition
    of Shares by Third Party. Other than an affiliate of Cynthia Management Corporation, any Person (as defined below)
    is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%)
    or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the
    election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by
    any Person results solely from a reduction in the aggregate number of outstanding shares entitled to vote generally in the
    election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below)
    and such acquisition would not constitute a Change in Control under part (c) of this definition;


 


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


  


	 	(c)	Corporate Transactions.
    The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination,
    involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following
    such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners
    of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially
    own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company
    entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation,
    a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets
    either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately
    prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other
    than an affiliate of Cynthia Management Corporation, no Person (excluding any corporation resulting from such Business Combination)
    is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities
    entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership
    existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting
    from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the
    action of the Board of Directors, providing for such Business Combination;


 






    2


     


    

 


	 	(d)	Liquidation.
    The approval by the shareholders of the Company of a complete liquidation of the Company or an agreement or series of agreements
    for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than factoring
    the Company’s current receivables or escrows due (or, if such approval is not required, the decision by the Board to
    proceed with such a liquidation, sale, or disposition in one transaction or a series of related transactions); or


 


	 	(e)	Other Events.
    There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A
    of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as
    defined below), whether or not the Company is then subject to such reporting requirement.


 


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


 


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


 


	2.6	“Disinterested
    Director” shall mean a director of the Company who is not and was not a party to the Proceeding (as defined below)
    in respect of which indemnification is sought by Indemnitee.


 


	2.7	“Enterprise”
    shall mean the Company and any other corporation, constituent corporation (including any constituent of a constituent) absorbed
    in a consolidation or merger to which the Company (or any of its wholly owned subsidiaries) is a party, limited liability
    company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving
    at the request of the Company as a director, officer, trustee, general partner, manager, managing member, fiduciary, employee
    or agent.


 


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


  


	2.9	“Expenses”
    shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation,
    all attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses,
    fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges,
    postage, delivery service fees, fax transmission charges, secretarial services and all other disbursements, obligations or
    expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to
    be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding (as defined below), including reasonable
    compensation for time spent by Indemnitee for which he or she is not otherwise compensated by the Company or any third party.
    Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding (as defined below),
    including without limitation the principal, premium, security for, and other costs relating to any cost bond, supersedeas
    bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee
    or the amount of judgments or fines against Indemnitee.


 


	2.10	“Indemnity
    Obligations” shall mean all obligations of the Company to Indemnitee under this Agreement, including, without limitation,
    the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.


 


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


 


	2.12	References to “fines”
    shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan; references to “serving
    at the request of the Company” shall include any service as a director, officer, employee, agent or fiduciary of
    the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect
    to an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee
    reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan, Indemnitee
    shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred
    to in this Agreement.


 





    3


     


    

 


	2.13	The term “Person”
    shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect on the date hereof;
    provided, however, that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries (as defined
    below) of the Company; (iii) any employment benefit plan of the Company or of a Subsidiary (as defined below) of the
    Company or of any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same
    proportions as their ownership of share of the Company; and (iv) any trustee or other fiduciary holding securities under
    an employee benefit plan of the Company or of a Subsidiary (as defined below) of the Company or of a corporation owned directly
    or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of share of the
    Company.


 


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


  


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


 


		3	INDEMNITY IN
    THIRD-PARTY PROCEEDINGS


 


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


 


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


 


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


 


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


 


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


 





    4


     


    

 


	6	INDEMNIFICATION
    FOR EXPENSES OF A WITNESS


 


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


 


	7	ADDITIONAL INDEMNIFICATION,
    HOLD HARMLESS AND EXONERATION RIGHTS


 


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


 


	7.2	Notwithstanding
    any limitation in Sections 3, 4, 5 or 7.1, except for Section 27, the Company shall, to the fullest extent permitted
    by applicable law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made
    a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against
    all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges
    paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement)
    actually and reasonably incurred by Indemnitee in connection with the Proceeding.


 


	8	CONTRIBUTION
    IN THE EVENT OF JOINT LIABILITY


 


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


 


	8.2	The Company shall
    not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined
    in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.


 


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


 


	9	EXCLUSIONS


 


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


 


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


 


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


 


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




 



    5


     


    

 


	10	ADVANCES OF EXPENSES;
    DEFENSE OF CLAIM


 


	10.1	Notwithstanding
    any provision of this Agreement to the contrary except for Section 27, and to the fullest extent not prohibited by applicable
    law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee
    within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement
    or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances
    shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall be made without regard to Indemnitee’s
    ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless
    or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred
    pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements
    to the Company to support the advances claimed. To the fullest extent required by applicable law, such payments of Expenses
    in advance of the final disposition of the Proceeding shall be made only upon the Company’s receipt of an undertaking,
    by or on behalf of Indemnitee, to repay the advance to the extent that it is ultimately determined that Indemnitee is not
    entitled to be indemnified by the Company under the provisions of this Agreement, the Articles, applicable law or otherwise.
    This Section 10.1 shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration
    payment is excluded pursuant to Section 9.


 


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


 


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


 


	11	PROCEDURE FOR
    NOTIFICATION AND APPLICATION FOR INDEMNIFICATION


 


	11.1	Indemnitee agrees
    to notify promptly the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information
    or other document relating to any Proceeding or matter which may be subject to indemnification, hold harmless or exoneration
    rights, or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve
    the Company of any obligation which it may have to Indemnitee under this Agreement, or otherwise.


 


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


 


	12	PROCEDURE UPON
    APPLICATION FOR INDEMNIFICATION


 


	12.1	A determination,
    if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific
    case by one of the following methods: (i) if no Change in Control has occurred, (x) by a majority vote of the Disinterested
    Directors, even though less than a quorum of the Board, (y) by a committee of Disinterested Directors, even though less
    than a quorum of the Board, or (z) if there are no Disinterested Directors, or if such Disinterested Directors so direct,
    by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (ii) if
    a Change in Control has occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered
    to Indemnitee. The Company will promptly advise Indemnitee in writing with respect to any determination that Indemnitee
    is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been
    denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within
    ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity
    making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person,
    persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected
    from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any
    costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating
    with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination
    as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee
    harmless therefrom.


 






    6


     


    

 


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


 


	12.3	The Company agrees
    to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent Counsel
    against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement
    pursuant hereto.


  


	13	PRESUMPTIONS
    AND EFFECT OF CERTAIN PROCEEDINGS


 


	13.1	In making a determination
    with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall presume
    that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification
    in accordance with Section 11.2 of this Agreement, and the Company shall have the burden of proof to overcome that presumption
    in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither
    the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement
    of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the
    applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel)
    that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption
    that Indemnitee has not met the applicable standard of conduct.


 


	13.2	If the person, persons
    or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled to indemnification
    shall not have made a determination within thirty (30) days after receipt by the Company of the request therefor, the requisite
    determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such
    indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary
    to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a
    final judicial determination that any or all such indemnification is expressly prohibited under applicable law; provided,
    however, that such 30-day period may be extended for a reasonable time, not to exceed an additional fifteen (15) days, if
    the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires
    such additional time for the obtaining or evaluating of documentation and/or information relating thereto.


 


	13.3	The termination
    of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of
    nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely
    affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in
    a manner which he 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 conduct was unlawful.


 






    7


     


    

 


	13.4	For purposes of
    any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action
    is based on the records or books of account of the Enterprise, including financial statements, or on information supplied
    to Indemnitee by the directors, managers, managing members, or officers of the Enterprise in the course of their duties, or
    on the advice of legal counsel for the Enterprise, its Board, any committee of the Board or any director, trustee, general
    partner, manager, or managing member or on information or records given or reports made to the Enterprise, its Board, any
    committee of the Board or any director, trustee, general partner, manager or managing member by an independent certified public
    accountant or by an appraiser or other expert selected by the Enterprise, its Board, any committee of the Board or any director,
    trustee, general partner, manager or managing member. The provisions of this Section 13.4 shall not be deemed to
    be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable
    standard of conduct set forth in this Agreement.


 


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


  


	14	REMEDIES OF INDEMNITEE


 


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


 


	14.2	In the event that
    a determination shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee is not entitled to indemnification,
    any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects as a
    de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination.
    In any judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to
    be entitled to be indemnified, held harmless, exonerated to receive advances of Expenses under this Agreement and the Company
    shall have the burden of proving Indemnitee is not entitled to be indemnified, held harmless, exonerated and to receive advances
    of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to
    Section 12.1 of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding
    or arbitration pursuant to this Section 14, Indemnitee shall not be required to reimburse the Company for any advances
    pursuant to Section 10 until a final determination is made with respect to Indemnitee’s entitlement to indemnification
    (as to which all rights of appeal have been exhausted or lapsed).


 


	14.3	If a determination
    shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee is entitled to indemnification, the Company
    shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14,
    absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
    statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such
    indemnification under applicable law.


 


	14.4	The Company shall
    be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the
    procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court
    or before any such arbitrator that the Company is bound by all the provisions of this Agreement.


 






    8


     


    

 





	14.5	The Company shall
    indemnify and hold harmless Indemnitee to the fullest extent permitted by law against all Expenses and, if requested by Indemnitee,
    shall (within ten (10) days after the Company’s receipt of such written request) pay to Indemnitee, to the fullest
    extent permitted by applicable law, such Expenses which are incurred by Indemnitee in connection with any judicial proceeding
    or arbitration brought by Indemnitee (i) to enforce his rights under, or to recover damages for breach of, this Agreement
    or any other indemnification, hold harmless, exoneration, advancement or contribution agreement or provision of the Articles
    now or hereafter in effect; or (ii) for recovery or advances under any insurance policy maintained by any person for
    the benefit of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is determined to be entitled to such
    indemnification, hold harmless or exoneration right, advancement, contribution or insurance recovery, as the case may be (unless
    such judicial proceeding or arbitration was not brought by Indemnitee in good faith).


 


	14.6	Interest shall be
    paid by the Company to Indemnitee at a rate to be agreed between the Company and the Indemnitee for amounts which the Company
    indemnifies, holds harmless or exonerates, or is obliged to indemnify, hold harmless or exonerate for the period commencing
    with the date on which Indemnitee requests indemnification, to be held harmless, exonerated, contribution, reimbursement or
    advancement of any Expenses and ending with the date on which such payment is made to Indemnitee by the Company.


 


	15	SECURITY


 


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


 


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


 


	16.1	The rights of Indemnitee
    as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled
    under applicable law, the Articles, any agreement, a vote of shareholders or a resolution of directors, or otherwise.
    No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee
    under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed)
    arising out of, or related to, any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment,
    alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial decision, permits
    greater indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under
    the Articles or this Agreement, then this Agreement (without any further action by the parties hereto) shall automatically
    be deemed to be amended to require that the Company indemnify Indemnitee to the fullest extent permitted by law. No
    right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy
    shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or
    in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent
    the concurrent assertion or employment of any other right or remedy.


 


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


 


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


 





    9


     


    

 


	16.4	In the event of
    any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery
    of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution
    of such documents as are necessary to enable the Company to bring suit to enforce such rights.


 


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


 


	16.6	The Company hereby
    acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance provided
    by one or more Persons with whom or which Indemnitee may be associated. The Company hereby acknowledges and agrees that (i) the
    Company shall be the indemnitor of first resort with respect to any Proceeding, Expense, liability or matter that is the subject
    of the Indemnity Obligations, (ii) the Company shall be primarily liable for all Indemnity Obligations and any indemnification
    afforded to Indemnitee in respect of any Proceeding, Expense, liability or matter that is the subject of Indemnity Obligations,
    whether created by law, organizational or constituent documents, contract (including, without limitation, this Agreement)
    or otherwise, (iii) any obligation of any other Persons with whom or which Indemnitee may be associated to indemnify
    Indemnitee and/or advance Expenses to Indemnitee in respect of any proceeding shall be secondary to the obligations of the
    Company hereunder, (iv) the Company shall be required to indemnify Indemnitee and advance Expenses to Indemnitee hereunder
    to the fullest extent provided herein without regard to any rights Indemnitee may have against any other Person with whom
    or which Indemnitee may be associated or insurer of any such Person and (v) the Company irrevocably waives, relinquishes
    and releases any other Person with whom or which Indemnitee may be associated from any claim of contribution, subrogation
    or any other recovery of any kind in respect of amounts paid by the Company hereunder. In the event that any other Person
    with whom or which Indemnitee may be associated or their insurers advances or extinguishes any liability or loss which is
    the subject of any Indemnity Obligation owed by the Company or payable under any insurance policy provided under this Agreement,
    the payor shall have a right of subrogation against the Company or its insurer or insurers for all amounts so paid which would
    otherwise be payable by the Company or its insurer or insurers under this Agreement. In no event will payment of an Indemnity
    Obligation of the Company under this Agreement by any other Person with whom or which Indemnitee may be associated or their
    insurers, affect the obligations of the Company hereunder or shift primary liability for any Indemnity Obligation to any other
    Person with whom or which Indemnitee may be associated. Any indemnification and/or insurance or advancement of Expenses provided
    by any other Person with whom or which Indemnitee may be associated, with respect to any liability arising as a result of
    Indemnitee’s Corporate Status or capacity as an officer or director of any Person, is specifically in excess of any
    Indemnity Obligation of the Company or valid and any collectible insurance (including, without limitation, any malpractice
    insurance or professional errors and omissions insurance) provided by the Company under this Agreement, and any obligation
    to provide indemnification and/or insurance or advance Expenses provided by any other Person with whom or which Indemnitee
    may be associated shall be reduced by any amount that Indemnitee collects from the Company as an indemnification payment or
    advancement of Expenses pursuant to this Agreement.


 


	17	DURATION OF AGREEMENT


 


All
agreements and obligations of the Company contained herein shall continue during the period Indemnitee serves as a director or
officer of the Company or as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of
any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee serves at
the request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding (including
any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason
of his Corporate Status, whether or not he is acting in any such capacity at the time any liability or expense is incurred for
which indemnification or advancement can be provided under this Agreement.


 





    10


     


    

 


	18	SEVERABILITY


 


If
any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever:
(a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation,
each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal
or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and
shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed
to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to
the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph
or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid,
illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.




 


	19	ENFORCEMENT AND
    BINDING EFFECT


 


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


 


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


 


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


 


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


 


	19.5	The Company and
    Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable
    and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties
    hereto agree that Indemnitee may enforce this Agreement by seeking, among other things, injunctive relief and/or specific
    performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief
    and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which he
    may be entitled. The Company and Indemnitee further agree that Indemnitee shall be entitled to such specific performance
    and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without
    the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence
    of a waiver, a bond or undertaking may be required of Indemnitee by a Court of competent jurisdiction and the Company hereby
    waives any such requirement of such a bond or undertaking.


 


	20	MODIFICATION
    AND WAIVER


 


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


 


	21	NOTICES


 


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


 



    11


     


    

 


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


 


	 	(b)	If to the Company,
    to:


 


Metal
Sky Star Acquisition Corporation 

132 West 31st Street, First Floor


New
York, NY 10001


Attn:
Chief Executive Officer




 


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


 


Becker &
Poliakoff, LLP


45
Broadway, 17th Floor


New
York, New York 10006


Attn:
Bill Huo, Esq.


 


or
to any other address as may have been furnished to Indemnitee in writing by the Company.


 


	22	APPLICABLE LAW
    AND CONSENT TO JURISDICTION


 


This
Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws
of the Cayman Islands, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by
Indemnitee pursuant to Section 14.1 of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally:
(a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the
Cayman Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent
to submit to the exclusive jurisdiction of the Cayman Court for purposes of any action or proceeding arising out of or in connection
with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Cayman Court;
and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Cayman Court
has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.


  


	23	IDENTICAL COUNTERPARTS


 


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


 


	24	MISCELLANEOUS


 


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


 


	25	PERIOD OF LIMITATIONS


 


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


 


	26	ADDITIONAL ACTS


 


If
for the validation of any of the provisions in this Agreement any act, resolution, approval or other procedure is required, the
Company undertakes to cause such act, resolution, approval or other procedure to be affected or adopted in a manner that will
enable the Company to fulfil its obligations under this Agreement.


 





    12


     


    

 


	27	WAIVER OF CLAIMS
    TO TRUST ACCOUNT


 


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



 


	28.	MAINTENANCE OF
    INSURANCE


 


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


 


[signature
page follows]


 





    13


     


    

 


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


 


	 	Metal
    Sky Star Acquisition Corporation
	 	 
	 	By:	/s/
    Man Chak Leung
	 	Name:	 Man Chak Leung
	 	Title: 	Chief Executive Officer


 


Accepted
and Agreed:


 


	Name
of Officer/Director:
	Man
Chak Leung	 
	 	 	 
	Signature:	/s/
    Man Chak Leung	 
	 	 	 
	Date:	March 31, 2022.	 


 


	Name
of Officer/Director:
	Wenxi
    He	 
	 	 	 
	Signature:	/s/
Wenxi He	 
	 	 	 
	Date:	March 31, 2022.	 


 


	Name
of Officer/Director:
	Zhuo
Wang	 
	 	 	 
	Signature:	/s/
    Zhuo Wang	 
	 	 	 
	Date:	March 31, 2022.	 


 


	Name
of Officer/Director:
	Zining
Jiang	 
	 	 	 
	Signature:	/s/
    Zining Jiang	 
	 	 	 
	Date:	March 31, 2022.	 


 


	Name
of Officer/Director:
	Xinghua
Fan	 
	 	 	 
	Signature:	/s/
    Xinghua Fan	 
	 	 	 
	Date:	March 31, 2022.	 


 





    14