Exhibit
10.12


 


QOMOLANGMA
ACQUISITION CORP.

FORM OF INDEMNITY AGREEMENT


 


THIS
INDEMNITY AGREEMENT (this “Agreement”) is made on [ ], 2022.


 


Between:


 


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



 


		(2)	_____________________
                                            (“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 [ ], 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-_____), 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.



 






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



 


		3	INDEMNITY
                                            IN THIRD-PARTY PROCEEDINGS



 


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


 


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



 


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



 






    - 8 -


     


    

 


		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.



 






    - 9 -


     


    

 


		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.



 






    - 10 -


     


    

 


		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.



 






    - 12 -


     


    

 


		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.


 






    - 14 -


     


    

 


		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]


 






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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:	           
	 	Name:	 
	 	Title:	 


 


	Accepted and Agreed:	 	 
	 	 	 
	Name of Officer/Director:	 	 
	 	 	 
	Signature:	 	 
	 	 	 
	Date:	____________________, 2022	 


 


 


 


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