Exhibit
10.12


 


QOMOLANGMA
ACQUISITION CORP.

INDEMNITY AGREEMENT


 


THIS
INDEMNITY AGREEMENT (this “Agreement”) is made on September 29, 2022.


 


Between:


 


		(1)	QOMOLANGMA
ACQUISITION CORP., a corporation incorporated under the laws of the State of Delaware (the “Company”); and


 


		(2)	Jonathan
P. Myers, Hao Shen, Jialuan Ma, Yong Seog Jung, Lin Shi (“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 certificate of incorporation of the Company (the “Certificate”) provide for the indemnification
of the officers and directors of the Company. The Certificate expressly provides 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 stockholders 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 Certificate 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 September 29, 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. 333-265447), 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 Qomolangma Investments LLC, 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 stockholders 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;


 






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	 	(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 Qomolangma
    Investments LLC, 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;


 


	 	(d)	Liquidation.
    The approval by the stockholders 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	“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.


 


	 	2.6	“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.


 


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


 


	 	2.8	“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.


 






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	 	2.9	“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.


 


	 	2.10	“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.


 


	 	2.11	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.


 


	 	2.12	“New
    York Court” shall mean the Courts of the State of New York.


 


	 	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 stockholders 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
    stockholders 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.


 






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		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 New York 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.


 






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		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
    stockholders 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.


 






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		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.


 


		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 Certificate, 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.


 






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	 	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.


 


	 	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 New York 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 New York 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).


 






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	 	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.


 


	 	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.


 






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	 	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 New York 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 New York 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.


 






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	 	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 Certificate 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 Certificate, any agreement, a vote of stockholders 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 Certificate 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
    Certificate permits 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.


 






    - 11 -


     


    

 


	 	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.


 


	 	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.


 






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		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.


 


		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 Certificate 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.


 






    - 13 -


     


    

 


	 	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:


 


	 	(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:


 


Qomolangma
Acquisition Corp.

1178 Broadway, 3rd Floor

New York, NY 10001

Attn: Chairman


 


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


 


Kramer
Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, New York 10036

Attn: Christopher S. Auguste, Esq.


 


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


 






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		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
New York, 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 New York 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 New York
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 New York Court; and (d) waive, and agree not to plead or to make, any claim that any
such action or proceeding brought in the New York 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.


 


		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]


 






    - 15 -


     


    

 


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


 


[Signature Page to Indemnity Agreement]


 


	 	Qomolangma Acquisition Corp. 
	 	 	 
	 	By:	/s/ Hao Shen
	 	Name:  	Hao Shen
	 	Title:	Chief Financial Officer and Director


 


Accepted and Agreed:


 


	Name of Officer/Director:	Jonathan P. Myers	 
	 	 	 
	Signature:	/s/ Jonathan P. Myers	 
	 	 	 
	Date:	September 29, 2022	 


 


	 	Qomolangma Acquisition Corp. 
	 	 	 
	 	By:	/s/ Jonathan P. Myers
	 	Name: 	Jonathan P. Myers
	 	Title:	Chairman, President and Chief Executive Officer


 


Accepted and Agreed:


 


	Name of Officer/Director:	Hao Shen	 
	 	 	 
	Signature:	/s/ Hao Shen	 
	 	 	 
	Date:	September 29, 2022	 


 


	 	Qomolangma Acquisition Corp. 
	 	 	 
	 	By:	/s/ Jonathan P. Myers
	 	Name: 	Jonathan P. Myers
	 	Title:	Chairman, President and Chief Executive Officer


 


Accepted and Agreed:


 


	Name of Officer/Director:	Jialuan Ma	 
	 	 	 
	Signature:	/s/ Jialuan Ma	 
	 	 	 
	Date:	September 29, 2022	 


 


	 	Qomolangma Acquisition Corp. 
	 	 	 
	 	By:	/s/ Jonathan P. Myers
	 	Name: 	Jonathan P. Myers
	 	Title:	Chairman, President and Chief Executive Officer


 


Accepted and Agreed:


 


	Name of Officer/Director:	Yong Seog Jung	 
	 	 	 
	Signature:	/s/ Yong Seog Jung	 
	 	 	 
	Date:	September 29, 2022	 


 


	 	Qomolangma Acquisition Corp. 
	 	 	 
	 	By:	/s/ Jonathan P. Myers
	 	Name: 	Jonathan P. Myers
	 	Title:	Chairman, President and Chief Executive Officer


 


Accepted and Agreed:


 


	Name of Officer/Director:	Lin Shi	 
	 	 	 
	Signature:	/s/ Lin Shi	 
	 	 	 
	Date:	September 29, 2022	 


 


 


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