Exhibit 10.9


 


INDEMNIFICATION AGREEMENT


 


This Indemnification Agreement (“Agreement”),
dated as of ________________, is by and between Zhong Yang Financial Group Limited, a company formed under the laws of the Cayman Islands
(the “Company”) and _____________ (the “Indemnitee”).


 


WHEREAS, Indemnitee is a
director of the Company;


 


WHEREAS, both the Company
and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies;


 


WHEREAS, the board of directors
of the Company (the “Board”) has determined that enhancing the ability of the Company to retain and attract as directors
and officers the most capable persons is in the best interests of the Company and that the Company therefore should seek to assure such
persons that indemnification and insurance coverage is available; and


 


WHEREAS, in recognition of
the need to provide Indemnitee with substantial protection against personal liability, in order to procure Indemnitee’s continued
service as a director of the Company and to enhance Indemnitee’s ability to serve the Company in an effective manner, and in order
to provide such protection pursuant to express contract rights (intended to be enforceable irrespective of, among other things, any amendment
to the Company’s articles and memorandum of association (collectively, the “Constituent Documents”), any change
in the composition of the Board or any change in control or business combination transaction relating to the Company), the Company wishes
to provide in this Agreement for the indemnification of, and the advancement of Expenses (as defined in Section
1(f) below) to, Indemnitee as set forth in this Agreement and to the extent insurance is maintained for the continued coverage
of Indemnitee under the Company’s directors’ and officers’ liability insurance policies.


 


NOW, THEREFORE, in consideration
of the foregoing and the Indemnitee’s agreement to continue to provide services to the Company, the parties agree as follows:


 


1. Definitions.
For purposes of this Agreement, the following terms shall have the following meanings:


 


(a) “Beneficial
Owner” has the meaning given to the term “beneficial owner” in Rule 13d-3 under the Securities Exchange Act of
1934, as amended (the “Exchange Act”).


 


(b) “Change
in Control” means the occurrence after the date of this Agreement of any of the following events:


 


(i) any Person
is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 30% or more of the Company’s
then outstanding Voting Securities and that position is the largest position in the Company;


 




     


     


    

 


(ii) the consummation
of a reorganization, merger or consolidation, unless immediately following such reorganization, merger or consolidation, all of the Beneficial
Owners of the Voting Securities of the Company immediately prior to such transaction beneficially own, directly or indirectly, more than
50% of the combined voting power of the outstanding Voting Securities of the entity resulting from such transaction;


 


(iii) during
any period of two consecutive years, not including any period prior to the execution of this Agreement, individuals who at the beginning
of such period constituted the Board (including for this purpose any new directors whose election by the Board or nomination for election
by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either
were directors at the beginning of the period or whose election or nomination for election was previously so approved) cease for any
reason to constitute at least a majority of the Board; or


 


(iv) the stockholders
of the Company approve a plan of complete liquidation or dissolution of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company’s assets.


 


(c) “Claim”
means:


 


(i) any threatened,
pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative, arbitrative,
investigative or other, and whether made pursuant to federal, state or other law; or


 


(ii) any inquiry,
hearing or investigation that the Indemnitee determines might lead to the institution of any such action, suit, proceeding or alternative
dispute resolution mechanism.


 


(d) “New
York Court” shall have the meaning ascribed to it in Section 8(e) below.


 


(e) “Disinterested
Director” means a director of the Company who is not and was not a party to the Claim in respect of which indemnification is
sought by Indemnitee.


 


(f) “Expenses”
means any and all expenses, including attorneys’ and experts’ fees, court costs, transcript costs, travel expenses, duplicating,
printing and binding costs, telephone charges, and all other costs and expenses incurred in connection with investigating, defending,
being a witness in or participating in (including on appeal), or preparing to defend, be a witness or participate in, any Claim. Expenses
also shall include (i) Expenses incurred in connection with any appeal resulting from any Claim, including without limitation the premium,
security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, and (ii) for purposes
of Section 4 only, Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s
rights under this Agreement, by litigation or otherwise. Expenses, however, shall not include amounts paid in settlement by Indemnitee
or the amount of judgments or fines against Indemnitee.


 




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(g) “Expense
Advance” means any payment of Expenses advanced to Indemnitee by the Company pursuant to Section 3 or Section 4 hereof.


 


(h) “Indemnifiable
Event” means any event or occurrence, whether occurring on or after the date of this Agreement, related to the fact that Indemnitee
is or was a director, officer, employee or agent of the Company or any subsidiary of the Company, or is or was serving at the request
of the Company as a director, officer, employee, member, manager, trustee or agent of any other corporation, limited liability company,
partnership, joint venture, trust or other entity or enterprise (collectively with the Company, “Enterprise”) or by
reason of an action or inaction by Indemnitee in any such capacity (whether or not serving in such capacity at the time any Loss is incurred
for which indemnification can be provided under this Agreement).


 


(i) “Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently
performs, nor in the past three years has performed, services for either: (i) the Company or Indemnitee (other than in connection with
matters concerning Indemnitee under this Agreement or of other indemnitees under similar agreements) or (ii) any other party to the Claim
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.


 


(j) “Losses”
means any and all Expenses, damages, losses, liabilities, judgments, fines, penalties (whether civil, criminal or other), ERISA excise
taxes, amounts paid or payable in settlement, including any interest, assessments, and all other charges paid or payable in connection
with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness or
participate in, any Claim.


 


(k) “Person”
means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association,
organization, governmental entity or other entity and includes the meaning set forth in Sections 13(d) and 14(d) of the Exchange Act.


 


(l) “Standard
of Conduct Determination” shall have the meaning ascribed to it in Section 8(b)
below.


 


(m) “Voting
Securities” means any securities of the Company that vote generally in the election of directors.


 


2. Indemnification.
Subject to Section 8 and Section 9 of this Agreement, the Company shall indemnify Indemnitee, to the fullest extent permitted by the
laws in effect on the date hereof, or as such laws may from time to time hereafter be amended to increase the scope of such permitted
indemnification, against any and all Losses if Indemnitee was or is or becomes a party to or participant in, or is threatened to be made
a party to or participant in, any Claim by reason of or arising in part out of an Indemnifiable Event, including, without limitation,
Claims brought by or in the right of the Company, Claims brought by third parties, and Claims in which the Indemnitee is solely a witness.


 




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3. Advancement
of Expenses. Indemnitee shall have the right to advancement by the Company, prior to the final disposition of any Claim
by final adjudication to which there are no further rights of appeal, of any and all Expenses actually and reasonably paid or incurred
by Indemnitee in connection with any Claim arising out of an Indemnifiable Event. Indemnitee’s right to such advancement is not
subject to the satisfaction of any standard of conduct. Without limiting the generality or effect of the foregoing, within ten days after
any request by Indemnitee, the Company shall, in accordance with such request, (a) pay such Expenses on behalf of Indemnitee, (b) advance
to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses. In connection with any
request for Expense Advances, Indemnitee shall not be required to provide any documentation or information to the extent that the provision
thereof would undermine or otherwise jeopardize attorney-client privilege. Indemnitee’s obligation to reimburse the Company for
Expense Advances shall be unsecured and no interest shall be charged thereon.


 


4. Indemnification
for Expenses in Enforcing Rights. To the fullest extent allowable under applicable law, the Company shall also indemnify
against, and, if requested by Indemnitee, shall advance to Indemnitee subject to and in accordance with Section 3, any Expenses actually
and reasonably paid or incurred by Indemnitee in connection with any action or proceeding by Indemnitee for (a) indemnification or reimbursement
or advance payment of Expenses by the Company under any provision of this Agreement, or under any other agreement or provision of the
Constituent Documents now or hereafter in effect relating to Claims relating to Indemnifiable Events, and/or (b) recovery under any directors’
and officers’ liability insurance policies maintained by the Company. However, in the event that Indemnitee is ultimately determined
not to be entitled to such indemnification or insurance recovery, as the case may be, then all amounts advanced under this Section 4
shall be repaid. Indemnitee shall be required to reimburse the Company in the event that a final judicial determination is made that
such action brought by Indemnitee was frivolous or not made in good faith.


 


5. Partial
Indemnity. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a
portion of any Losses in respect of a Claim related to an Indemnifiable Event but not for the total amount thereof, the Company shall
nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.


 






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6. Notification
and Defense of Claims.


 


(a) Notification
of Claims. Indemnitee shall notify the Company in writing as soon as practicable of any Claim which could relate to an Indemnifiable
Event or for which Indemnitee could seek Expense Advances, including a brief description (based upon information then available to Indemnitee)
of the nature of, and the facts underlying, such Claim. The failure by Indemnitee to timely notify the Company hereunder shall not relieve
the Company from any liability hereunder unless the Company’s ability to participate in the defense of such claim was materially
and adversely affected by such failure/except that the Company shall not be liable to indemnify Indemnitee under this Agreement with
respect to any judicial award in a Claim related to an Indemnifiable Event if the Company was not given a reasonable and timely opportunity
to participate at its expense in the defense of such action. If at the time of the receipt of such notice, the Company has directors’
and officers’ liability insurance in effect under which coverage for Claims related to Indemnifiable Events is potentially available,
the Company shall give prompt written notice to the applicable insurers in accordance with the procedures set forth in the applicable
policies. The Company shall provide to Indemnitee a copy of such notice delivered to the applicable insurers, and copies of all subsequent
correspondence between the Company and such insurers regarding the Claim, in each case substantially concurrently with the delivery or
receipt thereof by the Company.


 


(b) Defense
of Claims. The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event at its own
expense and, except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel
reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such
Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred
by Indemnitee in connection with Indemnitee’s defense of such Claim other than reasonable costs of investigation or as otherwise
provided below. Indemnitee shall have the right to employ its own legal counsel in such Claim, but all Expenses related to such counsel
incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s own expense; provided, however,
that if (i) Indemnitee’s employment of its own legal counsel has been authorized by the Company, (ii) Indemnitee has reasonably
determined that there may be a conflict of interest between Indemnitee and the Company in the defense of such Claim, (iii) after a Change
in Control, Indemnitee’s employment of its own counsel has been approved by the Independent Counsel or (iv) the Company shall not
in fact have employed counsel to assume the defense of such Claim, then Indemnitee shall be entitled to retain its own separate counsel
(but not more than one law firm plus, if applicable, local counsel in respect of any such Claim) and all Expenses related to such separate
counsel shall be borne by the Company.


 


7. Procedure
upon Application for Indemnification. In order to obtain indemnification pursuant to this Agreement, Indemnitee shall
submit to the Company a written request therefor, including in such request such documentation and information as is reasonably available
to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following
the final disposition of the Claim. Indemnification shall be made insofar as the Company determines Indemnitee is entitled to indemnification
in accordance with Section 8 below.


 


8. Determination
of Right to Indemnification.


 


(a) Mandatory
Indemnification; Indemnification as a Witness. 


 


(i) To the extent
that Indemnitee shall have been successful on the merits or otherwise in defense of any Claim relating to an Indemnifiable Event or any
portion thereof or in defense of any issue or matter therein, including without limitation dismissal without prejudice, Indemnitee shall
be indemnified against all Losses relating to such Claim in accordance with Section 2 to the fullest extent allowable by law, and no
Standard of Conduct Determination (as defined in Section 8(b)) shall be required.


 






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(ii) To the
extent that Indemnitee’s involvement in a Claim relating to an Indemnifiable Event is to prepare to serve and serve as a witness,
and not as a party, the Indemnitee shall be indemnified against all Losses incurred in connection therewith to the fullest extent allowable
by law, and no Standard of Conduct Determination (as defined in Section 8(b)) shall be required.


 


(b) Standard
of Conduct. To the extent that the provisions of Section 8(a) are inapplicable to a Claim related to an Indemnifiable Event that
shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under applicable
law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and any determination
that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be made as follows:


 


(i) if no Change
in Control has occurred, (A) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (B) by a committee
of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum or (C) if there
are no such Disinterested Directors, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered
to Indemnitee; and


 


(ii) if a Change
in Control shall have occurred, (A) if the Indemnitee so requests in writing, by a majority vote of the Disinterested Directors, even
if less than a quorum of the Board or (B) otherwise, by Independent Counsel in a written opinion addressed to the Board, a copy of which
shall be delivered to Indemnitee.


 


The Company shall indemnify
and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within
ten days of such request, any and all Expenses incurred by Indemnitee in cooperating with the person or persons making such Standard
of Conduct Determination.


 


(c) Making
the Standard of Conduct Determination. The Company shall use its reasonable best efforts to cause any Standard of Conduct Determination
required under Section 8(b) to be made as promptly as practicable. If the person or persons designated to make the Standard of Conduct
Determination under Section 8(b) shall not have made a determination within 30 days after the later of (A) receipt by the Company of
a written request from Indemnitee for indemnification pursuant to Section 7 (the date of such receipt being the “Notification
Date”) and (B) the selection of an Independent Counsel, if such determination is to be made by Independent Counsel, then Indemnitee
shall be deemed to have satisfied the applicable standard of conduct; provided that such 30-day period may be extended for a reasonable
time, not to exceed an additional 30 days, if the person or persons making such determination in good faith requires such additional
time to obtain or evaluate information relating thereto. Notwithstanding anything in this Agreement to the contrary, no determination
as to entitlement of Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of
any Claim.


 




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(d) Payment
of Indemnification. If, in regard to any Losses:


 


(i) Indemnitee
shall be entitled to indemnification pursuant to Section 8(a);


 


(ii) no Standard
Conduct Determination is legally required as a condition to indemnification of Indemnitee hereunder; or


 


(iii) Indemnitee
has been determined or deemed pursuant to Section 8(b) or Section 8(c) to have satisfied the Standard of Conduct Determination,


 


then the Company shall
pay to Indemnitee, within five days after the later of (A) the Notification Date or (B) the earliest date on which the applicable criterion
specified in clause (i), (ii) or (iii) is satisfied, an amount equal to such Losses.


 


(e) Selection
of Independent Counsel for Standard of Conduct Determination. If a Standard of Conduct Determination is to be made by Independent
Counsel pursuant to Section 8(b)(i), the Independent Counsel shall be selected by the Board of Directors, and the Company shall give
written notice to Indemnitee advising him/her of the identity of the Independent Counsel so selected. If a Standard of Conduct Determination
is to be made by Independent Counsel pursuant to Section 8(b)(ii), the Independent Counsel shall be selected by Indemnitee, and Indemnitee
shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either case, Indemnitee
or the Company, as applicable, may, within five days after receiving written notice of selection from the other, deliver to the other
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 satisfy the criteria set forth in the definition of “Independent Counsel” in Section 1(i), and
the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person
or firm so selected shall act as Independent Counsel. If such written objection is properly and timely made and substantiated, (i) the
Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined
that such objection is without merit; and (ii) the non-objecting party may, at its option, select an alternative Independent Counsel
and give written notice to the other party advising such other party of the identity of the alternative Independent Counsel so selected,
in which case the provisions of the two immediately preceding sentences, the introductory clause of this sentence and numbered clause
(i) of this sentence shall apply to such subsequent selection and notice. If applicable, the provisions of clause (ii) of the immediately
preceding sentence shall apply to successive alternative selections. If no Independent Counsel that is permitted under the foregoing
provisions of this Section 8(e) to make the Standard of Conduct Determination shall have been selected within 20 days after the Company
gives its initial notice pursuant to the first sentence of this Section 8(e) or Indemnitee gives its initial notice pursuant to the second
sentence of this Section 8(e), as the case may be, either the Company or Indemnitee may petition the federal courts of the United States
of America or the courts of the State of New York in each case located in the city of New York and county of New York (“New
York Court”) to resolve any objection which shall have been made by the Company or Indemnitee to the other’s selection
of Independent Counsel and/or to appoint as Independent Counsel a person to be selected by the Court or such other person as the Court
shall designate, and the person or firm with respect to whom all objections are so resolved or the person or firm so appointed will act
as Independent Counsel. In all events, the Company shall pay all of the reasonable fees and expenses of the Independent Counsel incurred
in connection with the Independent Counsel’s determination pursuant to Section 8(b).


 




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(f) Presumptions
and Defenses. 


 


(i) Indemnitee’s
Entitlement to Indemnification. In making any Standard of Conduct Determination, the person or persons making such determination
shall presume that Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification, and the Company shall
have the burden of proof to overcome that presumption and establish that Indemnitee is not so entitled. Any Standard of Conduct Determination
that is adverse to Indemnitee may be challenged by the Indemnitee in the New York Court. No determination by the Company (including by
its directors or any Independent Counsel) that Indemnitee has not satisfied any applicable standard of conduct may be used as a defense
to any legal proceedings brought by Indemnitee to secure indemnification or reimbursement or advance payment of Expenses by the Company
hereunder or create a presumption that Indemnitee has not met any applicable standard of conduct.


 


(ii) Reliance
as a Safe Harbor. For purposes of this Agreement, and without creating any presumption as to a lack of good faith if the following
circumstances do not exist, Indemnitee shall be deemed to have acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the Company if Indemnitee’s actions or omissions to act are taken in good faith reliance
upon the records of the Company, including its financial statements, or upon information, opinions, reports or statements furnished to
Indemnitee by the officers or employees of the Company or any of its subsidiaries in the course of their duties, or by committees of
the Board or by any other Person (including legal counsel, accountants and financial advisors) as to matters Indemnitee reasonably believes
are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf
of the Company. In addition, the knowledge and/or actions, or failures to act, of any director, officer, agent or employee of the Company
shall not be imputed to Indemnitee for purposes of determining the right to indemnity hereunder.


 




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(iii) No
Other Presumptions. For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with or
without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, will not create a presumption that Indemnitee
did not meet any applicable standard of conduct or have any particular belief, or that indemnification hereunder is otherwise not permitted.


 


(iv) Defense
to Indemnification and Burden of Proof. It shall be a defense to any action brought by Indemnitee against the Company to enforce
this Agreement (other than an action brought to enforce a claim for Losses incurred in defending against a Claim related to an Indemnifiable
Event in advance of its final disposition) that it is not permissible under applicable law for the Company to indemnify Indemnitee for
the amount claimed. In connection with any such action or any related Standard of Conduct Determination, the burden of proving such a
defense or that the Indemnitee did not satisfy the applicable standard of conduct shall be on the Company.


 


9. Exclusions
from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated
to:


 


(a) indemnify
or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by Indemnitee, including any proceedings
against the Company or its directors, officers, employees or other indemnitees and not by way of defense, except:


 


(i) proceedings
referenced in Section 4 above (unless a court of competent jurisdiction determines that each of the material assertions made by Indemnitee
in such proceeding was not made in good faith or was frivolous); or


 


(ii) where the
Company has joined in or the Board has consented to the initiation of such proceedings.


 


(b) indemnify
Indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable
law.


 


(c) indemnify
Indemnitee for the disgorgement of profits arising from the purchase or sale by Indemnitee of securities of the Company in violation
of Section 16(b) of the Exchange Act, or any similar successor statute.


 


(d) indemnify or advance funds
to Indemnitee for Indemnitee’s reimbursement to the Company of any bonus or other incentive-based or equity-based compensation
previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of the Company, as required
in each case under the Exchange Act (including any such reimbursements under Section 304 of the Sarbanes-Oxley Act of 2002 in connection
with an accounting restatement of the Company or the payment to the Company of profits arising from the purchase or sale by Indemnitee
of securities in violation of Section 306 of the Sarbanes-Oxley Act).


 




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10. Settlement
of Claims. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of
any threatened or pending Claim related to an Indemnifiable Event effected without the Company’s prior written consent, which shall
not be unreasonably withheld; provided, however, that if a Change in Control has occurred, the Company shall be liable for indemnification
of the Indemnitee for amounts paid in settlement if an Independent Counsel has approved the settlement. The Company shall not settle
any Claim related to an Indemnifiable Event in any manner that would impose any Losses on the Indemnitee without the Indemnitee’s
prior written consent.


 


11. Duration.
All agreements and obligations of the Company contained herein shall continue during the period that Indemnitee is a director or officer
of the Company (or is serving at the request of the Company as a director, officer, employee, member, trustee or agent of another Enterprise)
and shall continue thereafter (i) so long as Indemnitee may be subject to any possible Claim relating to an Indemnifiable Event (including
any rights of appeal thereto) and (ii) throughout the pendency of any proceeding (including any rights of appeal thereto) commenced by
Indemnitee to enforce or interpret his or her rights under this Agreement, even if, in either case, he or she may have ceased to serve
in such capacity at the time of any such Claim or proceeding.


 


12. Non-Exclusivity.
The rights of Indemnitee hereunder will be in addition to any other rights Indemnitee may have under the Constituent Documents, the applicable
law of the State of New York, any other contract or otherwise (collectively, “Other Indemnity Provisions”); provided,
however, that (a) to the extent that Indemnitee otherwise would have any greater right to indemnification under any Other Indemnity Provision,
Indemnitee will be deemed to have such greater right hereunder and (b) to the extent that any change is made to any Other Indemnity Provision
which permits any greater right to indemnification than that provided under this Agreement as of the date hereof, Indemnitee will be
deemed to have such greater right hereunder.


 


13. Liability
Insurance. For the duration of Indemnitee’s service as a directorof the Company, and thereafter for so long as
Indemnitee shall be subject to any pending Claim relating to an Indemnifiable Event, the Company shall use commercially reasonable efforts
(taking into account the scope and amount of coverage available relative to the cost thereof) to continue to maintain in effect policies
of directors’ and officers’ liability insurance providing coverage that is at least substantially comparable in scope and
amount to that provided by the Company’s current policies of directors’ and officers’ liability insurance. In all policies
of directors’ and officers’ liability insurance maintained by the Company, Indemnitee shall be named as an insured in such
a manner as to provide Indemnitee the same rights and benefits as are provided to the most favorably insured of the Company’s directors,
if Indemnitee is a director, or of the Company’s officers, if Indemnitee is an officer (and not a director) by such policy. Upon
request, the Company will provide to Indemnitee copies of all directors’ and officers’ liability insurance applications,
binders, policies, declarations, endorsements and other related materials.


 


14. No
Duplication of Payments. The Company shall not be liable under this Agreement to make any payment to Indemnitee in
respect of any Losses to the extent Indemnitee has otherwise received payment under any insurance policy, the Constituent Documents,
Other Indemnity Provisions or otherwise of the amounts otherwise indemnifiable by the Company hereunder.


 




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


 


16. Amendments.
No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto.
No waiver of any of the provisions of this Agreement shall be binding unless in the form of a writing signed by the party against whom
enforcement of the waiver is sought, and no such waiver shall operate as a waiver of any other provisions hereof (whether or not similar),
nor shall such waiver constitute a continuing waiver. Except as specifically provided herein, no failure to exercise or any delay in
exercising any right or remedy hereunder shall constitute a waiver thereof.


 


17. Binding
Effect. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and
their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially
all of the business and/or assets of the Company), assigns, spouses, heirs and personal and legal representatives. 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 substances 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.


 


18. Severability.
The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any portion thereof) are
held by a court of competent jurisdiction to be invalid, illegal, void or otherwise unenforceable, and the remaining provisions shall
remain enforceable to the fullest extent permitted by law. Upon such determination that any term or other provision is invalid, illegal
or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally
contemplated to the greatest extent possible.


 


19. Governing
Law and Forum. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State
of New York applicable to contracts made and to be performed in such state without giving effect to its principles of conflicts of laws.
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, (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.


 


20. Headings.
The headings of the sections and 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 or interpretation thereof.


 


21. 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.


 


[signature
page follows]


 




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


 


	 	COMPANY
	 	Zhong Yang Financial Group Limited
	 	 	 
	 	By:	             
	 	Name:	 
	 	Title:	 
	 	 	 
	 	INDEMNITEE
	 	 	 
	 	 
	 	Name:	 
	 	Address:	 
	 	 
	 	 



 


 


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