Exhibit 10.1


 


INDEMNIFICATION AGREEMENT 


 


This INDEMNIFICATION AGREEMENT (this “Agreement”)
is made as of                 , 2021 by and between Jianzhi Education Technology Group Company Limited, an exempted company incorporated and existing
under the laws of the Cayman Islands (the “Company”), and                 , an individual, (Passport/PRC ID Card No.                 ) (the “Indemnitee”).


 


WHEREAS, the Indemnitee has agreed to serve as a director or officer
of the Company and in such capacity will render valuable services to the Company; and


 


WHEREAS, in order to induce and encourage highly experienced and capable
persons such as the Indemnitee to render valuable services to the Company, the board of directors of the Company (the “Board”)
has determined that this Agreement is not only reasonable and prudent, but necessary to promote and ensure the best interests of the Company
and its shareholders;


 


NOW, THEREFORE, in consideration of the premises and mutual agreements
hereinafter set forth, and other good and valuable consideration, including, without limitation, the service of the Indemnitee, the receipt
of which hereby is acknowledged, and in order to induce the Indemnitee to render valuable services the Company, the Company and the Indemnitee
hereby agree as follows:


 


1. Definitions. As used in this Agreement:


 


(a) “Change in Control” shall mean a change
in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A
(or in response to any similar item on any similar or successor schedule or form) promulgated under the United States Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Act”), whether or
not the Company is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall
be deemed to have occurred (irrespective of the applicability of the initial clause of this definition) if (i) any “person”
(as such term is used in Sections 13(d) and 14(d) of the Act, but excluding any trustee or other fiduciary holding securities pursuant
to an employee benefit or welfare plan or employee share plan of the Company or any subsidiary or affiliate of the Company, or any entity
organized, appointed, established or holding securities of the Company with voting power for or pursuant to the terms of any such plan)
becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company
representing 30% or more of the combined voting power of the Company’s then outstanding securities without the prior approval of
at least two-thirds of the Continuing Directors (as defined below) in office immediately prior to such person’s attaining such interest;
(ii) the Company is a party to a merger, consolidation, scheme of arrangement, sale of assets or other reorganization, or a proxy contest,
as a consequence of which Continuing Directors in office immediately prior to such transaction or event constitute less than a majority
of the Board of the Company (or any successor entity) thereafter; or (iii) during any period of two (2) consecutive years, individuals
who at the beginning of such period constituted the Board of the Company (including for this purpose any new director whose election or
nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then still
in office who were directors at the beginning of such period) (such directors being referred to herein as “Continuing Directors”)
cease for any reason to constitute at least a majority of the Board of the Company.


 


(b) “Disinterested Director” with respect
to any request by the Indemnitee for indemnification or advancement of expenses hereunder shall mean a director of the Company who neither
is nor was a party to the Proceeding (as defined below) in respect of which indemnification or advancement is being sought by the Indemnitee.


 


(c) The term “Expenses” shall mean, without
limitation, expenses of Proceedings, including attorneys’ fees, disbursements and retainers, accounting and witness fees, expenses
related to preparation for service as a witness and to service as a witness, travel and deposition costs, expenses of investigations,
judicial or administrative proceedings and appeals, amounts paid in settlement of a Proceeding by or on behalf of the Indemnitee, costs
of attachment or similar bonds, any expenses of attempting to establish or establishing a right to indemnification or advancement of expenses,
under this Agreement, the Company’s Memorandum of Association and Articles of Association as currently in effect (the “Articles”),
applicable law or otherwise, and reasonable compensation for time spent by the Indemnitee in connection with the investigation, defense
or appeal of a Proceeding or action for indemnification for which the Indemnitee is not otherwise compensated by the Company or any third
party. The term “Expenses” shall not include the amount of judgments, fines, interest or penalties, or excise taxes assessed
with respect to any employee benefit or welfare plan, which are actually levied against or sustained by the Indemnitee to the extent sustained
after final adjudication.


 






    


     


    

 


(d) The term “Independent Legal Counsel”
shall mean any firm of attorneys reasonably selected by the Board of the Company, so long as such firm has not represented the Company,
the Company’s subsidiaries or affiliates, the Indemnitee, any entity controlled by the Indemnitee, or any party adverse to the Company,
within the preceding five (5) years. Notwithstanding the foregoing, the term “Independent Legal Counsel” shall not include
any person who, under applicable standards of professional conduct then prevailing, would have a conflict of interest in representing
either the Company or the Indemnitee in an action to determine the Indemnitee’s right to indemnification or advancement of expenses
under this Agreement, the Company’s Articles, applicable law or otherwise.


 


(e) The term “Proceeding” shall mean any
threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, or other proceeding (including, without
limitation, an appeal therefrom), formal or informal, whether brought in the name of the Company or otherwise, whether of a civil, criminal,
administrative or investigative nature, and whether by, in or involving a court or an administrative, other governmental or private entity
or body (including, without limitation, an investigation by the Company or its Board), by reason of (i) the fact that the Indemnitee is
or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, whether
or not the Indemnitee is serving in such capacity at the time any liability or expense is incurred for which indemnification or reimbursement
is to be provided under this Agreement, (ii) any actual or alleged act or omission or neglect or breach of duty, including, without limitation,
any actual or alleged error or misstatement or misleading statement, which the Indemnitee commits or suffers while acting in any such
capacity, or (iii) the Indemnitee attempting to establish or establishing a right to indemnification or advancement of expenses pursuant
to this Agreement, the Company’s Articles, applicable law or otherwise.


 


(f) The phrase “serving at the request of the Company
as an agent of another enterprise” or any similar terminology shall mean, unless the context otherwise requires, serving at the
request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, limited liability
company, trust, employee benefit or welfare plan or other enterprise, foreign or domestic. The phrase “serving at the request of
the Company” shall include, without limitation, any service as a director/an executive officer of the Company which imposes duties
on, or involves services by, such director/executive officer with respect to the Company or any of the Company’s subsidiaries, affiliates,
employee benefit or welfare plans, such plan’s participants or beneficiaries or any other enterprise, foreign or domestic. In the
event that the Indemnitee shall be a director, officer, employee or agent of another corporation, partnership, joint venture, limited
liability company, trust, employee benefit or welfare plan or other enterprise, foreign or domestic, 50% or more of the ordinary shares,
combined voting power or total equity interest of which is owned by the Company or any subsidiary or affiliate thereof, then it shall
be presumed conclusively that the Indemnitee is so acting at the request of the Company.


 


2. Services by the Indemnitee. The Indemnitee agrees
to serve as a director or officer of the Company under the terms of the Indemnitee’s agreement with the Company for so long as the
Indemnitee is duly elected or appointed or until such time as the Indemnitee tenders a resignation in writing or is removed from the Indemnitee’s
position; provided, however, that the Indemnitee may at any time and for any reason resign from such position (subject to any other contractual
obligation or other obligation imposed by operation of law).


 


3. Proceedings by or in the Right of the Company. The
Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in
any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was
a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, against all
Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which
are actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, if the Indemnitee
acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company;
except that no indemnification under this section shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudicated by final judgment by a court of competent jurisdiction to be liable to the Company for willful misconduct
in the performance of his/her duty to the Company, unless and only to the extent that the court in which such Proceeding was brought shall
determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such amounts which such other court shall deem proper.


 






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4. Proceeding Other Than a Proceeding by or in the Right
of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or
is otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Company), by reason of the fact that the Indemnitee
is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise,
against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare
plan, which are actually and reasonably incurred by the Indemnitee in connection with such a Proceeding, to the fullest extent permitted
by applicable law; provided, however, that any settlement of a Proceeding must be approved in advance in writing by the Company (which
approval shall not be unreasonably withheld).


 


5. Indemnification for Costs, Charges and Expenses of Witness
or Successful Party. Notwithstanding any other provision of this Agreement (except as set forth in subparagraph 9(a) hereof), and
without a requirement for determination as required by Paragraph 8 hereof, to the extent that the Indemnitee (a) has prepared to serve
or has served as a witness in any Proceeding in any way relating to (i) the Company or any of the Company’s subsidiaries, affiliates,
employee benefit or welfare plans or such plan’s participants or beneficiaries or (ii) anything done or not done by the Indemnitee
as a director or officer of the Company or in connection with serving at the request of the Company as an agent of another enterprise,
or (b) has been successful in defense of any Proceeding or in defense of any claim, issue or matter therein, on the merits or otherwise,
including the dismissal of a Proceeding without prejudice or the settlement of a Proceeding without an admission of liability, the Indemnitee
shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith to the fullest extent
permitted by applicable law.


 


6. Partial Indemnification. If the Indemnitee is entitled
under any provision of this Agreement to indemnification by the Company for a portion of the Expenses, judgments, fines, interest or penalties,
or excise taxes assessed with respect to any employee benefit or welfare plan, which are actually and reasonably incurred by the Indemnitee
in the investigation, defense, appeal or settlement of any Proceeding, but not, however, for the total amount of the Indemnitee’s
Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, then
the Company shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, interest or penalties or excise
taxes to which the Indemnitee is entitled.


 


7. Advancement of Expenses. The Expenses incurred by
the Indemnitee in any Proceeding shall be paid promptly by the Company in advance of the final disposition of the Proceeding at the written
request of the Indemnitee to the fullest extent permitted by applicable law; provided, however, that the Indemnitee shall set forth in
such request reasonable evidence that such Expenses have been incurred by the Indemnitee in connection with such Proceeding, a statement
that such Expenses do not relate to any matter described in subparagraph 9(a) of this Agreement, and an undertaking in writing to repay
any advances if it is ultimately determined as provided in subparagraph 8(b) of this Agreement that the Indemnitee is not entitled to
indemnification under this Agreement.


 


8. Indemnification Procedure; Determination of Right to Indemnification.


 


(a) Promptly after receipt by the Indemnitee of notice of the
commencement of any Proceeding, the Indemnitee shall, if a claim for indemnification or advancement of Expenses in respect thereof is
to be made against the Company under this Agreement, notify the Company of the commencement thereof in writing. The omission to so notify
the Company will not relieve the Company from any liability which the Company may have to the Indemnitee under this Agreement unless the
Company shall have lost significant substantive or procedural rights with respect to the defense of any Proceeding as a result of such
omission to so notify.


 


(b) The Indemnitee shall be conclusively presumed to have met
the relevant standards of conduct, if any, as defined by applicable law, for indemnification pursuant to this Agreement and shall be absolutely
entitled to such indemnification, unless a determination is made that the Indemnitee has not met such standards by (i) the Board by a
majority vote of a quorum thereof consisting of Disinterested Directors, (ii) the shareholders of the Company by majority vote of a quorum
thereof consisting of shareholders who are not parties to the Proceeding due to which a claim for indemnification is made under this Agreement,
(iii) Independent Legal Counsel as set forth in a written opinion (it being understood that such Independent Legal Counsel shall make
such determination only if the quorum of Disinterested Directors referred to in clause (i) of this subparagraph 8(b) is not obtainable
or if the Board of the Company by a majority vote of a quorum thereof consisting of Disinterested Directors so directs), or (iv) a court
of competent jurisdiction; provided, however, that if a Change of Control shall have occurred and the Indemnitee so requests in writing,
such determination shall be made only by a court of competent jurisdiction.


 






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(c) If a claim for indemnification or advancement of Expenses
under this Agreement is not paid by the Company within thirty (30) days after receipt by the Company of written notice thereof, the rights
provided by this Agreement shall be enforceable by the Indemnitee in any court of competent jurisdiction. Such judicial proceeding shall
be made de novo. The burden of proving that indemnification or advances are not appropriate shall be on the Company. Neither the failure
of the directors or shareholders of the Company or Independent Legal Counsel to have made a determination prior to the commencement of
such action that indemnification or advancement of Expenses is proper in the circumstances because the Indemnitee has met the applicable
standard of conduct, if any, nor an actual determination by the directors or shareholders of the Company or Independent Legal Counsel
that the Indemnitee has not met the applicable standard of conduct shall be a defense to an action by the Indemnitee or create a presumption
for the purpose of such an action that the Indemnitee has not met the applicable standard of conduct. The termination of any Proceeding
by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (i) create
a presumption that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in the best interests of
the Company and/or its shareholders, and, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe
that his conduct was unlawful or (ii) otherwise adversely affect the rights of the Indemnitee to indemnification or advancement of Expenses
under this Agreement, except as may be provided herein.


 


(d) If a court of competent jurisdiction shall determine that
the Indemnitee is entitled to any indemnification or advancement of Expenses hereunder, the Company shall pay all Expenses actually and
reasonably incurred by the Indemnitee in connection with such adjudication (including, but not limited to, any appellate proceedings).


 


(e) With respect to any Proceeding for which indemnification
or advancement of Expenses is requested, the Company will be entitled to participate therein at its own expense and, except as otherwise
provided below, to the extent that it may wish, the Company may assume the defense thereof, with counsel reasonably satisfactory to the
Indemnitee. After notice from the Company to the Indemnitee of its election to assume the defense of a Proceeding, the Company will not
be liable to the Indemnitee under this Agreement for any Expenses subsequently incurred by the Indemnitee in connection with the defense
thereof, other than as provided below. The Company shall not settle any Proceeding in any manner which would impose any penalty or limitation
on the Indemnitee without the Indemnitee’s written consent. The Indemnitee shall have the right to employ his/her own counsel in
any Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense of the
Proceeding shall be at the expense of the Indemnitee, unless (i) the employment of counsel by the Indemnitee has been authorized by the
Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee
in the conduct of the defense of a Proceeding, or (iii) the Company shall not in fact have employed counsel to assume the defense of a
proceeding, in each of which cases the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company. The Company
shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which the Indemnitee has
reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee.


 


9. Limitations on Indemnification. No payments pursuant
to this Agreement shall be made by the Company:


 


(a) To indemnify or advance funds to the Indemnitee for Expenses
with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings
brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under
applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control,
as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company,
or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such
indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate;


 


(b) To indemnify the Indemnitee for any Expenses, judgments,
fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding
for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond
the amount of payment under such insurance;


 






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(c) To indemnify the Indemnitee for any Expenses, judgments,
fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee
of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States
federal, state or local statute or regulation;


 


(d) To indemnify the Indemnitee for any Expenses, judgments,
fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee
is indemnified by the Company otherwise than pursuant to this Agreement;


 


(e) To indemnify the Indemnitee for any Expenses (including
without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties,
or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct
shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation,
breach of the duty of loyalty; or


 


(f) If a court of competent jurisdiction finally determines
that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the U.S. Securities
and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy
and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication;


 


(g) To indemnify the Indemnitee in connection with Indemnitee’s
personal tax matter; or


 


(h) To indemnify the Indemnitee with respect to any claim related
to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates
and such Indemnitee.


 


10. Continuation of Indemnification. All agreements and
obligations of the Company contained herein shall continue during the period that the Indemnitee is a director or officer of the Company
(or is or was serving at the request of the Company as an agent of another enterprise, foreign or domestic) and shall continue thereafter
so long as the Indemnitee shall be subject to any possible Proceeding by reason of the fact that the Indemnitee was a director or officer
of the Company or serving in any other capacity referred to in this Paragraph 10.


 


11. Indemnification Hereunder Not Exclusive. The indemnification
provided by this Agreement shall not be deemed to be exclusive of any other rights to which the Indemnitee may be entitled under the Company’s
Articles, any agreement, vote of shareholders or vote of Disinterested Directors, provisions of applicable law, or otherwise, both as
to action or omission in the Indemnitee’s official capacity and as to action or omission in another capacity on behalf of the Company
while holding such office.


 


12. Successors and Assigns.


 


(a) This Agreement shall be binding upon the Indemnitee, and
shall inure to the benefit of, the Indemnitee and the Indemnitee’s heirs, executors, administrators and assigns, whether or not
the Indemnitee has ceased to be a director or officer, and the Company and its successors and assigns. Upon the sale of all or substantially
all of the business, assets or share capital of the Company to, or upon the merger of the Company into or with, any corporation, partnership,
joint venture, trust or other person, this Agreement shall inure to the benefit of and be binding upon both the Indemnitee and such purchaser
or successor person. Subject to the foregoing, this Agreement may not be assigned by either party without the prior written consent of
the other party hereto.


 






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(b) If the Indemnitee is deceased and is entitled to indemnification
under any provision of this Agreement, the Company shall indemnify the Indemnitee’s estate and the Indemnitee’s spouse, heirs,
executors, administrators and assigns against, and the Company shall, and does hereby agree to assume, any and all Expenses actually and
reasonably incurred by or for the Indemnitee or the Indemnitee’s estate, in connection with the investigation, defense, appeal or
settlement of any Proceeding. Further, when requested in writing by the spouse of the Indemnitee, and/or the Indemnitee’s heirs,
executors, administrators and assigns, the Company shall provide appropriate evidence of the Company’s agreement set out herein
to indemnify the Indemnitee against and to itself assume such Expenses.


 


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


 


14. Severability. Each and every paragraph, sentence,
term and provision of this Agreement is separate and distinct so that if any paragraph, sentence, term or provision thereof shall be held
to be invalid, unlawful or unenforceable for any reason, such invalidity, unlawfulness or unenforceability shall not affect the validity,
unlawfulness or enforceability of any other paragraph, sentence, term or provision hereof. To the extent required, any paragraph, sentence,
term or provision of this Agreement may be modified by a court of competent jurisdiction to preserve its validity and to provide the Indemnitee
with the broadest possible indemnification permitted under applicable law. The Company’s inability, pursuant to a court order or
decision, to perform its obligations under this Agreement shall not constitute a breach of this Agreement.


 


15. Savings Clause. If this Agreement or any paragraph,
sentence, term or provision hereof is invalidated on any ground by any court of competent jurisdiction, the Company shall nevertheless
indemnify the Indemnitee as to any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee
benefit or welfare plan, which are incurred with respect to any Proceeding to the fullest extent permitted by any (a) applicable paragraph,
sentence, term or provision of this Agreement that has not been invalidated or (b) applicable law.


 


16. Interpretation; Governing Law. This Agreement shall
be construed as a whole and in accordance with its fair meaning and any ambiguities shall not be construed for or against either party.
Headings are for convenience only and shall not be used in construing meaning. This Agreement shall be governed and interpreted in all
respects in accordance with the laws of the Cayman Islands without regard to the conflict of laws principles thereof.


 


17. Amendments. No amendment, waiver, modification, termination
or cancellation of this Agreement shall be effective unless in writing signed by the party against whom enforcement is sought. The indemnification
rights afforded to the Indemnitee hereby are contract rights and may not be diminished, eliminated or otherwise affected by amendments
to the Company’s Articles, or by other agreements, including directors’ and officers’ liability insurance policies,
of the Company.


 


18. Counterparts. This Agreement may be executed in one
or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts
have been signed by each party and delivered to the other.


 


19. Notices. Any notice required to be given under this
Agreement shall be directed to the Company at Jianzhi Education Technology Group Company Limited, 27/F, Tower A, Yingdu Building, Zhichun
Road, Haidian District, Beijing 100098, People’s Republic of China, Attention: Chief Financial Officer, and to the Indemnitee at
or to such other address as either party shall designate to the other in writing.


 






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


 


	 	Jianzhi Education Technology Group Company Limited
	 	 	 
	 	By:	            
	 	Name: 	 
	 	Title:  	 
	 	 	 
	 	INDEMNITEE
	 	 
	 	By:	 
	 	Name:  	 



  


[Signature Page to Indemnification Agreement]



 


 


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