Exhibit 10.6


 





INDEMNIFICATION AGREEMENT


This Indemnification
Agreement (this “Agreement”), dated as of ______________, is by and between Blue Hat Interactive Entertainment
Technology, a company incorporated under the laws of the Cayman Islands (the “Company”) and ______________ (the
“Indemnitee”).


RECITALS


WHEREAS, Indemnitee
is a director or officer of the Company and in such capacity renders valuable services to 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 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 or officer 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 Certificate of Incorporation or Memorandum and Articles 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 below) to, Indemnitee as set forth in this Agreement.


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:


 


AGREEMENT


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 51% or more of the Company’s then outstanding Voting Securities;


(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 51% of the combined voting power of the outstanding
Voting Securities of the entity resulting from such transaction;




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(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
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)
“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.


(e)
“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. 


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


(g)
“Indemnifiable Event” means any event or occurrence, whether occurring
before, 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).




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(h)
“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 five 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.


(i)
“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, any federal, state, local or foreign taxes imposed as a result of the actual or deemed receipt of any payments under
this Agreement 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.


(j)
“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. 


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


(l)
“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 of the State of New York 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.


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 at the
written request of Indemnitee. Indemnitee shall set forth in such request reasonable evidence that such Expenses have been paid
or incurred by Indemnitee. 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 thirty 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. The Company’s obligation to pay Expense Advances to Indemnitee is contingent upon Indemnitee’s
execution and delivery to the Company of an undertaking to repay any amounts paid, advanced, or reimbursed by the Company for such
Expenses to the extent that it is ultimately determined, following the final disposition




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of such Claim, that Indemnitee is not
entitled to indemnification hereunder. 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 Indemnitee 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. 


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.


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. 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




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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) 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. 


(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 New York 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. 


(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




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Standard of Conduct Determination
under Section 8(b) shall not have made a determination within thirty 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, 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.


(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 thirty 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, and the Company shall give written notice to Indemnitee advising 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, 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 twenty days after the
Company gives its initial notice pursuant to the first sentence of this Section 8(e) or




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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 a court of competent
jurisdiction 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 such 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).


(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 a court of competent jurisdiction. 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.


(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




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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.


(v)
Resolution of Claims. The Company acknowledges that a settlement or other disposition
short of final judgment may be successful on the merits or otherwise for purposes of Section 8(a)(i) if it permits a party
to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Claim relating to an Indemnifiable Event
to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without
limitation, settlement of such action, claim or proceeding with our without payment of money or other consideration) it shall be
presumed that Indemnitee has been successful on the merits or otherwise for purposes of Section 8(a)(i). The Company shall
have the burden of proof to overcome this presumption.


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; or


(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).


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. 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. 




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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 New York Business Corporation Law, 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. The Company shall from time to time make the good faith determination whether
or not it is practicable for the Company to obtain and maintain a policy or policies of insurance providing the officers and directors
of the Company with coverage for losses incurred in connection with their services to the Company or to ensure the Company’s
performance of its indemnification obligations under this Agreement. To the extent the Company maintains an insurance policy or
policies providing directors’ and officers’ liability insurance, 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 of the Company’s directors
or officers, as applicable. Upon reasonable request, the Company will provide to Indemnitee copies of all directors’ and
officers’ liability insurance applications, binders, policies, declarations and endorsements.


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.


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 documents 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




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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, 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. 


19.
Notices.
All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall
be deemed to have been duly given and made if (i) delivered by hand; (ii) otherwise delivered against receipt therefor; (iii) mailed
by postage prepaid, certified or registered mail; (iv) sent by a recognized courier with next-day or second-day delivery to the
last known address of the other party; or (v) sent by e-mail with confirmation of receipt:


(a)
if to Indemnitee, to the address set forth on the signature page hereto. 


(b)
if to the Company:


	 	Blue Hat Interactive Entertainment Technology
	 	
        7th Floor, Building C, No. 1010 Anling
        Road

        Huli District, Xiamen, China

	 	
        86-592-228-0081

        E-mail: sean@bluehatgroup.net

	 	 
	with a copy to:	K&L Gates LLP
	 	Southeast Financial Center, Suite 3900
	 	200 South Biscayne Blvd.
	 	Miami, FL 33131
	 	Telephone:  305-539-3300
	 	Facsimile:  305-358-7095
	 	Attention:  Clayton E. Parker, Esq.
	 	E-mail:  clayton.parker@klgates.com  


Notice of change of
address shall be effective only when given in accordance with this Section. All notices complying with this Section shall be deemed
to have been received on the date of delivery or on the third business day after mailing.


20.
Governing
Law. 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.


21.
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.




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22.
Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original, and
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 written above.


	 	
        BLUE HAT INTERACTIVE ENTERTAINMENT TECHNOLOGY 

         

	 	
        By: _____________________

        Name:

        Title:

         

	 	INDEMNITEE
	 	
        _____________________

        Name:

        Address:

         

         

        E-mail: