Exhibit 10.4


 


FORM OF
INDEMNIFICATION AGREEMENT


 


THIS
INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into this _________, 2021, between Ucommune
International Ltd, a Cayman Islands company (the “Company”), and
(the “Indemnitee”).


 


A.
The Company and the Indemnitee recognize the continued difficulty in obtaining liability insurance for corporate directors, officers,
employees, controlling persons, agents and fiduciaries, the significant increases in the cost of such insurance and the general
reductions in the coverage of such insurance.


 


B.
The Company and the Indemnitee further recognize the substantial increase in corporate litigation in general, subjecting directors,
officers, employees, controlling persons, agents and fiduciaries to expensive litigation risks at the same time as the availability
and coverage of liability insurance has been severely limited.


 


C.
The Indemnitee does not regard the current protection available for the Company’s directors, officers, employees, controlling
persons, agents and fiduciaries as adequate under the present circumstances, and the Indemnitee and other directors, officers,
employees, controlling persons, agents and fiduciaries of the Company may not be willing to serve or continue to serve in such
capacities without additional protection.


 


D.
The Company:  (i) desires to attract and retain the involvement of highly qualified individuals, such as the Indemnitee,
to serve the Company and, in part, to induce the Indemnitee to be involved with the Company and (ii) wishes to provide for
the indemnification and advancing of expenses to the Indemnitee to the maximum extent permitted by law.


 


NOW,
THEREFORE, in consideration of the Indemnitee’s service to the Company, the parties hereto agree as follows:


 


1.
Indemnity of Indemnitee.  The Company hereby agrees to indemnify the Indemnitee to the fullest extent permitted by
law, even if such indemnification is not specifically authorized by the other provisions of this Agreement, the Company’s
Memorandum and Articles of Association (as amended from time to time) or by statute.  In the event of any change after the
date of this Agreement in any applicable law, statute or rule that expands the right of an exempted company of Cayman Islands
to indemnify a member of its Board of Directors or an officer, employee, controlling person, agent or fiduciary, it is the intent
of the parties hereto that the Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change.  In
the event of any change in any applicable law, statute or rule that narrows the right of an exempted company of Cayman Islands
to indemnify a member of its Board of Directors or an officer, employee, agent or fiduciary, such change, to the extent not otherwise
required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties’
rights and obligations hereunder except as set forth in Section 3 hereof.


 


2.
Additional Indemnity.  Subject only to the limitations set forth in Section 3 hereof, the Company hereby further
agrees to hold harmless and indemnify the Indemnitee:


 


(a)
against any and all expenses (including attorneys’ fees), witness fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by the Indemnitee in connection with any threatened, pending or completed action, claim, suit,
arbitration, alternative dispute resolution mechanism, investigation or any other proceeding, whether civil, criminal, administrative
or investigative (including any appeal therefrom and including an action by or in the right of the Company) to which the Indemnitee
is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that the Indemnitee is, was
or at any time becomes a director, officer, employee or agent of the Company, or is or was serving or at any time serves at the
request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise (collectively, a “Proceeding”); and


 


(b)
otherwise to the fullest extent as may be provided to the Indemnitee by the Company under the Company’s Memorandum and Articles
of Association (as amended from time to time) and the Companies Law of the Cayman Islands (as amended from time to time).


 






     


     


    




 


3.
Limitations on Additional Indemnity.


 


(a)
No indemnity pursuant to Section 2 hereof shall be paid by the Company for any of the following:


 


(i)
except to the extent the aggregate of losses to be indemnified thereunder exceeds the sum of such losses for which the Indemnitee
is indemnified pursuant to Section 1 hereof or pursuant to any Directors’ and Officers’ Insurance purchased and
maintained by the Company;


 


(ii)
in respect to remuneration paid to the Indemnitee if it shall be determined by a final judgment or other final adjudication that
such remuneration was in violation of law;


 


(iii)
on account of any Proceeding in which judgment is rendered against the Indemnitee for an accounting of profits made from the purchase
or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities
Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;


 


(iv)
on account of any Proceeding to the extent that the Indemnitee is a plaintiff, a counter-complainant or a cross-complainant therein
(other than a Proceeding referred to in Section 8 hereof) unless such Proceeding was authorized in the specific case by action
of the Board of Directors; or


 


(v)
if a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawful (and,
in this respect, both the Company and the Indemnitee have been advised that the United States Securities and Exchange Commission
believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore,
unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication).


 


(b)
In addition to those limitations set forth above in paragraph (a) of this Section 3, no indemnity pursuant to Section 2
hereof in an action by or in the right of the Company shall be paid by the Company for any of the following:


 


(i)
in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company in the
performance of the Indemnitee’s duty to the Company and its stockholders, unless and only to the extent that the court in
which such Proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, the
Indemnitee is fairly and reasonably entitled to indemnity for expenses and then only to the extent that the court shall determine;


 


(ii)     
of amounts paid in settling or otherwise disposing of a pending action without court approval;


 


(iii)
of expenses incurred in defending a pending action that is settled or otherwise disposed of without court approval;


 


(iv)
on account of the Indemnitee’s acts or omissions that involve intentional misconduct or a knowing and culpable violation
of law;


 


(v)
on account of acts or omissions that the Indemnitee believes to be contrary to the best interests of the Company or its stockholders
or that involve the absence of good faith on the part of the Indemnitee;


 


(vi)
with respect to any transaction from which the Indemnitee derived an improper personal benefit;


 






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(vii)
on account of acts or omissions that show a reckless disregard for the Indemnitee’s duty to the Company or its stockholders
in circumstances in which the Indemnitee was aware, or should have been aware, in the ordinary course of performing such duties,
of a risk of serious injury to the Company or its stockholders; or


 


(viii)    
on account of acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the Indemnitee’s
duty to the Company or its stockholders.


 


4.
Contribution.  If the indemnification provided in Sections 1 and 2 hereof is unavailable by reason of a court decision
described in Section 3(a)(v) hereof based on grounds other than any of those set forth in Sections 3(a)(ii) through
(iv) hereof or in Sections 3(b)(i) through (vii) hereof, then in respect of any threatened, pending or completed
action, suit or proceeding in which the Company is jointly liable with the Indemnitee (or would be if joined in such action, suit
or proceeding), the Company shall contribute to the amount of expenses (including attorneys’ fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred and paid or payable by the Indemnitee in such proportion as is appropriate
to reflect:  (i) the relative benefits received by the Company on the one hand and the Indemnitee on the other hand
from the transaction from which such action, suit or proceeding arose and (ii) the relative fault of the Company on the one
hand and of the Indemnitee on the other in connection with the events that resulted in such expenses, judgments, fines or settlement
amounts, 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 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 4
were determined by pro rata allocation or any other method of allocation that does not take account of the foregoing equitable
considerations.


 


5.
Continuation of Obligations.  All agreements and obligations of the Company contained herein shall continue during
the period the Indemnitee is a director, officer, employee or agent 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, employee benefit plan
or other enterprise) and shall continue thereafter so long as the Indemnitee shall be subject to any possible claim or threatened,
pending or completed action, suit or proceeding, whether civil, criminal or investigative, by reason of the fact that the Indemnitee
was an officer or director of the Company or serving in any other capacity referred to herein.


 


6.
Notification and Defense of Claim.  Not later than thirty (30) days after receipt by the Indemnitee of notice of the
commencement of any action, suit or proceeding, the Indemnitee will, if a claim in respect thereof is to be made against the Company
under this Agreement, notify the Company of the commencement thereof; but the omission so to notify the Company will not relieve
it from any liability that it may have to the Indemnitee otherwise than under this Agreement.  With respect to any such action,
suit or proceeding as to which the Indemnitee notifies the Company of the commencement thereof:


 


(a)
the Company will be entitled to participate therein at its own expense;


 


(b)
except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly
notified will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee.  After notice
from the Company to the Indemnitee of its election to assume the defense thereof, the Company will not be liable to the Indemnitee
under this Agreement for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof
other than reasonable costs of investigation or as otherwise provided below.  The Indemnitee shall have the right to employ
its counsel in such action, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Company
of its assumption of the defense thereof shall be at the expense of the Indemnitee unless:  (i) the employment of counsel
by the Indemnitee has been authorized by the Company; (ii) Indemnitee shall have reasonably concluded that there may be a
conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action; or (iii) the Company
shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of
the Indemnitee’s separate counsel shall be at the expense of the Company.  The Company shall not be entitled to assume
the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which the Indemnitee shall have
made the conclusion provided for in (ii) above; and


 






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(c)  
the Company shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action
or claim effected without its written consent.  The Company shall be permitted to settle any action except that it shall
not settle any action or claim in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s
written consent.  Neither the Company nor the Indemnitee will unreasonably withhold its consent to any proposed settlement.


 


7.
Advancement and Repayment of Expenses.  If the Indemnitee employs his own counsel pursuant to Section 6(b)(i) through
(iii) above, the Company shall advance to the Indemnitee, prior to any final disposition of any threatened or pending action,
suit or proceeding, whether civil, criminal, administrative or investigative, any and all reasonable expenses (including legal
fees and expenses) incurred in investigating or defending any such action, suit or proceeding within ten business days after receiving
copies of invoices presented to the Indemnitee for such expenses; and


 


(a)
The Indemnitee agrees that the Indemnitee will reimburse the Company for all reasonable expenses paid by the Company in defending
any Proceeding in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which
there is no right of appeal) that the Indemnitee is not entitled, under applicable law, the Company’s Bylaws, this Agreement
or otherwise, to be indemnified by the Company for such expenses.


 


(b)
Notwithstanding the foregoing, the Company shall not be required to advance such expenses to the Indemnitee if the Indemnitee: 
(i) commences or is a party to any action, suit or proceeding as a plaintiff unless such advance is specifically approved
by a majority of the Board of Directors or (ii) is a party to an action, suit or proceeding brought by the Company and approved
by a majority of the Board of Directors that alleges willful misappropriation of corporate assets by the Indemnitee, disclosure
of confidential information in violation of the Indemnitee’s fiduciary or contractual obligations to the Company or any
other willful and deliberate breach in bad faith of the Indemnitee’s duty to the Company or its stockholders.


 


8.
Enforcement.  If the Indemnitee brings any action to enforce rights or to collect moneys due under this Agreement
and is successful in such action, the Company shall reimburse the Indemnitee for all of the Indemnitee’s reasonable fees
and expenses in bringing and pursuing such action.


 


9.
Subrogation.  In the event of payment under this Agreement, the Company shall be subrogated to the extent of such
payment to all of the rights of recovery of the Indemnitee who shall execute all documents required and shall do all acts that
may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights.


 


10.
Non-Exclusivity of Rights.  The rights conferred on the Indemnitee by this Agreement shall not be exclusive of any
other right that the Indemnitee may have or hereafter acquire under any statute, provision of the Company’s Certificate
of Incorporation or Articles, agreement, vote of stockholders or directors, or otherwise, both as to action in an official capacity
and as to action in another capacity while holding office.


 


11.
Survival of Rights.  The rights conferred on the Indemnitee by this Agreement shall continue after the Indemnitee
has ceased to be a director, officer, employee or other agent of the Company and shall inure to the benefit of the Indemnitee’s
heirs, executors and administrators.


 


12.
Notice.  All notices and other communications required or permitted hereunder shall be in writing, shall be effective
when given, and shall in any event be deemed to be given:  (a) five (5) calendar days after deposit with the U.S.
Postal Service or other applicable postal service, if delivered by first class mail, postage prepaid; (b) upon delivery,
if delivered by hand; (c) one (1) business day after the business day of deposit with Federal Express or similar overnight
courier, freight prepaid; or (d) one (1) day after the business day of delivery by facsimile transmission, if deliverable
by facsimile transmission, with copy by first class mail, postage prepaid, and shall be addressed if to the Indemnitee, at Indemnitee’s
address as set forth beneath the Indemnitee’s signature to this Agreement and if to the Company at the address of its principal
corporate offices (attention: Chief Executive Officer) or at such other address as such party may designate by ten (10) calendar
days’ advance written notice to the other party hereto.


 






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13.
Severability.  The provisions of this Agreement shall be severable in the event that any of the provisions hereof
(including any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid,
void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law. 
Furthermore, to the fullest extent possible, the provisions of this Agreement (including, without limitations, each portion of
this Agreement containing any provision held to be invalid, void or otherwise unenforceable, that is not itself invalid, void
or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.


 


14.
Governing Law.  This Agreement shall be interpreted and enforced in accordance with the laws of Hong Kong, without
regard to conflict of law provisions thereof.


 


15.
Dispute Resolution.  Any dispute, controversy or difference between the parties hereto arising out of, in connection
with or relating to, this Agreement (a “Dispute”) shall be resolved through arbitration pursuant to this Section 15. 
The arbitration shall be conducted in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”)
in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”)
in effect at the time of the arbitration. There shall be three arbitrators.  Each of the following: (i) the claimant
to the Dispute, or in the case of multiple claimants, all such claimants acting collectively (the “Claimant”)
and (ii) the respondent to the Dispute, or in the case of more than one respondent, the respondents acting collectively (the
“Respondent”) shall select one arbitrator.  The party commencing the arbitration shall nominate his arbitrator
at the time of filing the demand for arbitration.  The Respondent shall nominate his arbitrator within thirty (30) days after
receiving the demand for arbitration.  Such arbitrators shall be freely selected, and neither the Claimant nor the Respondent
shall be limited in their selection to any prescribed list.  The HKIAC shall select the third arbitrator.  Each arbitrator
shall be qualified to practice law in Hong Kong.  If either party does not appoint an arbitrator within the time set forth
above or if there are more than one Claimant or one Respondent and the Claimant (or Respondent as the case may be) fails to agree
on the selection of the same arbitrator between themselves as provided above, the relevant appointment or selection shall be made
by the HKIAC.  The arbitration proceedings shall be conducted in English.  If the HKIAC Rules are in conflict with
the provisions of this Section 15 including the provisions concerning the appointment of arbitrators, the provisions of this
Section 15 shall prevail.  The arbitration tribunal shall decide any Dispute submitted by the parties to the arbitration
strictly in accordance with the substantive law of the Hong Kong and shall not apply any other substantive law.  In making
their award, the arbitrators shall have the authority to award attorney’s fees and other costs and expenses of the arbitration
as they deem just and appropriate under the circumstances. The award of the arbitration tribunal shall be final and binding upon
the disputing parties, and any party may apply to a court of competent jurisdiction for enforcement of such award.  A party
shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution
of the arbitral tribunal.


 


16.
Binding Effect.  This Agreement shall be binding upon the Indemnitee and upon the Company, its successors and assigns,
and shall inure to the benefit of the Indemnitee, the Indemnitee’s heirs, personal representatives and assigns and to the
benefit of the Company, its successors and assigns.


 


17.
Amendment and Termination.  No amendment, modification, termination or cancellation of this Agreement shall be effective
unless it is in writing signed by all parties hereto.  No waiver of any of the provisions of this Agreement shall be deemed
or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing
waiver.


 


18.
Integration and Entire Agreement.  This Agreement sets forth the entire understanding between the parties hereto and
supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject
matter hereof between the parties hereto.


 


19.
No Construction as Employment Agreement.  Nothing contained in this Agreement shall be construed as giving the Indemnitee
any right to be retained in the employ of the Company or any of its subsidiaries.


 


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


 


	COMPANY:	 





 


	SIGNED SEALED AND DELIVERED	)	
	as a DEED in the name of
    	)
	Ucommune International Ltd	)
	by its duly authorized representative	)
	in the presence of:	) 	Name:
	 	) 	Title:
	 	)
	 	 	 
	Witness	 
	 	 	 	 


 


Signature
Page to Indemnification Agreement


 




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


 


INDEMNITEE:





 


	SIGNED SEALED AND DELIVERED	)	
	as a DEED by	)
	[          ]	)
	in the presence of:	)
	 	)
	 	)
	 	 
	 	 	 
	Witness	 
	 	 	 	 


 


Signature
Page to Indemnification Agreement


 





 


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