Exhibit
10.7


 


FORM
OF INDEMNITY AGREEMENT


 


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


 


Between:


 


	(1)	TenX
    Keane Acquisition, an exempted company incorporated under the laws of the Cayman Islands with registered office at Ogier Global
    (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands (the “Company”); and


 


	(2)	[●]
    (“Indemnitee”).


 


Whereas:


 


	(A)	Highly
    competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless
    they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions
    against them arising out of their service to and activities on behalf of such corporations;


 


	(B)	The
    board of directors of the Company (the “Board”) has determined that, in order to attract and retain qualified
    individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons
    serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary
    and widespread practice among publicly traded corporations and other business enterprises, the Company believes that, given current
    market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions.
    At the same time, directors, officers and other persons in service to corporations or business enterprises are being increasingly
    subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been
    brought only against the Company or business enterprise itself. The amended and restated memorandum and articles of association of
    the Company (the “Articles”) provide for the indemnification of the officers and directors of the Company.


 


	(C)	The
    uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;


 


	(D)	The
    Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests
    of the Company’s shareholders and that the Company should act to assure such persons that there will be increased certainty
    of such protection in the future;


 




    	 



    	 



    

 


	(E)	It
    is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify and to advance expenses on behalf
    of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free
    from undue concern that they will not be so protected against liabilities;


 


	(F)	This
    Agreement is a supplement to and in furtherance of the indemnification of the officers and directors of the Company under the Articles
    and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights
    of Indemnitee thereunder;


 


	(G)	Indemnitee
    may not be willing to serve as an officer or director of the Company without adequate protection, and the Company desires Indemnitee
    to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of
    the Company on the condition that he be so indemnified; and


 


NOW,
THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement
dated as of [●], 2022 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters
in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:


 


TERMS
AND CONDITIONS


 


	1	SERVICES
    TO THE COMPANY


 


	 	Indemnitee
    will serve or continue to serve as an officer or a director of the Company, as applicable, for so long as Indemnitee is duly
    elected, appointed or retained or until Indemnitee tenders his resignation or until Indemnitee is removed. The foregoing notwithstanding,
    this Agreement shall continue in full force and effect after Indemnitee has ceased to serve as a director or officer, of the Company, as provided in Section 17. This Agreement, however, shall not impose any obligation
    on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or
    by other agreements or commitments of the parties, if any.


 


	2	DEFINITIONS


 


	 	As
    used in this Agreement:


 


	2.1	References
    to “agent” shall mean any person who is or was a director, officer or employee of the Company or a subsidiary
    of the Company or other person authorized by the Company to act for the Company, to include such person serving in such capacity
    as a director, officer, employee, advisor, fiduciary or other official of another corporation, partnership, limited liability company,
    joint venture, trust or other enterprise at the request of, for the convenience of, or to represent the interests of the Company
    or a subsidiary of the Company.


 




    	 



    	 



    

 


	2.2	The
    terms “Beneficial Owner” and “Beneficial Ownership” shall have the meanings set forth in Rule
    13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.


 


	2.3	A
    “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any
    of the following events:


 


	 	(a)	Acquisition
    of Shares by Third Party. Other than an affiliate of 10XYZ Holdings LP, any Person (as defined below) is or becomes the Beneficial
    Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power
    of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change
    in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate
    number of outstanding shares entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance
    by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (c) of this
    definition;


 


	 	(b)	Change
    in Board of Directors. Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the
    Board was approved by a vote of a majority of the directors then still in office who were directors on the date hereof (collectively,
    the “Continuing Directors”), cease for any reason to constitute at least a majority of the members of the Board;


 


	 	(c)	Corporate
    Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business
    combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless,
    following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners
    of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially
    own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled
    to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation
    which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly
    or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business
    Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of 10XYZ Holdings
    LP, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly,
    of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors
    of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least
    a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the
    time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;


 




    	 



    	 



    

 


	 	(d)	Liquidation.
    The approval by the shareholders of the Company of a complete liquidation of the Company or an agreement or series of agreements
    for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than factoring the Company’s
    current receivables or escrows due (or, if such approval is not required, the decision by the Board to proceed with such a liquidation,
    sale, or disposition in one transaction or a series of related transactions); or


 


	 	(e)	Other
    Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A
    of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined
    below), whether or not the Company is then subject to such reporting requirement.


 


	2.4	“Corporate
    Status” describes the status of a person who is or was a director, officer, trustee, general partner, manager, managing
    member, fiduciary, employee or agent of the Company or of any other Enterprise (as defined below) which such person is or was serving
    at the request of the Company.


 


	2.5	“Cayman
    Court” shall mean the courts of the Cayman Islands.


 


	2.6	“Disinterested
    Director” shall mean a director of the Company who is not and was not a party to the Proceeding (as defined below) in respect
    of which indemnification is sought by Indemnitee.


 


	2.7	“Enterprise”
    shall mean the Company and any other corporation, constituent corporation (including any constituent of a constituent) absorbed in
    a consolidation or merger to which the Company (or any of its wholly owned subsidiaries) is a party, limited liability company, partnership,
    joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company
    as a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent.


 


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


 




    	 



    	 



    

 


	2.9	“Expenses”
    shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all
    attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of
    private investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery
    service fees, fax transmission charges, secretarial services and all other disbursements, obligations or expenses in connection with
    prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal
    of, or otherwise participating in, a Proceeding (as defined below), including reasonable compensation for time spent by Indemnitee
    for which he or she is not otherwise compensated by the Company or any third party. Expenses also shall include Expenses incurred
    in connection with any appeal resulting from any Proceeding (as defined below), including without limitation the principal, premium,
    security for, and other costs relating to any cost bond, supersedes bond, or other appeal bond or its equivalent. Expenses, however,
    shall not include Liabilities or amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


 


	2.10	“Independent
    Counsel” shall mean a law firm or a member of a law firm with significant experience in matters of corporate law and neither
    presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to
    either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar
    indemnification agreements); or (ii) any other party to the Proceeding (as defined below) giving rise to a claim for indemnification
    hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under
    the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company
    or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.


 





 


	 2.11 	 “Liabilities”
    shall mean any losses or liabilities, including any judgments, liabilities, fines, penalties and amounts paid in settlement, arising
    out of or in connection with any Proceeding (as defined below) (including all interest, assessments and other charges paid or payable
    in connection with or in respect of such judgments, fines, penalties and amounts paid in settlement). 
	   	 
	 2.12 	References
    to “fines” shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan; references
    to “serving at the request of the Company” shall include any service as a director, officer, employee, agent or
    fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with
    respect to an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee
    reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan, Indemnitee shall
    be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this
    Agreement.


 


	 2.13 	The
    term “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect
    on the date hereof; provided, however, that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries (as
    defined below) of the Company; (iii) any employment benefit plan of the Company or of a Subsidiary (as defined below) of the Company
    or of any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as
    their ownership of share of the Company; and (iv) any trustee or other fiduciary holding securities under an employee benefit plan
    of the Company or of a Subsidiary (as defined below) of the Company or of a corporation owned directly or indirectly by the shareholders
    of the Company in substantially the same proportions as their ownership of share of the Company.


 




    	 



    	 



    

 


	 2.14 	The
    term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate
    dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding,
    whether brought in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims),
    criminal, administrative, or investigative or related nature, in which Indemnitee was, is, will or might be involved as a party or
    otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any action (or failure
    to act) taken by him or of any action (or failure to act) on his part while acting as a director or officer of the Company, in each case whether or not serving in such capacity at the
    time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under
    this Agreement.


 


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


 


	 2.16 	References
    to the phrase “to the fullest extent permitted by applicable law” in this Agreement shall include, but not be
    limited to: (i) to the fullest extent permitted by any provision of the Companies Act (Revised) of the Cayman Islands (the “Companies
    Act”) or the corresponding provision of any successor statute, and (ii) to the fullest extent authorized or permitted by
    any amendments to or replacements of the Companies Act adopted after the date of this Agreement that increase the extent to which
    a corporation may indemnify its officers and directors.


 


	3	INDEMNITY
    IN THIRD-PARTY PROCEEDINGS


 


	 	To
    the fullest extent permitted by applicable law, and subject to the exclusions set out in Section 9 below, the Company shall indemnify
    Indemnitee in accordance with the provisions of this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or
    a participant (as a witness, deponent or otherwise) in any Proceeding, other than a Proceeding by or in the right of the Company
    to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 3, Indemnitee shall
    be indemnified against all Expenses and Liabilities, in either case, actually and reasonably incurred by Indemnitee or on
    his behalf in connection with such Proceeding or any claim, issue or matter therein, provided that Indemnitee acted in good faith
    and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal
    Proceeding, had no reasonable cause to believe that his conduct was unlawful.


 




    	 



    	 



    

 


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


 


	 	To
    the fullest extent permitted by applicable law, and subject to the exclusions set out in Section 9 below, the Company shall indemnify
    Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to or
    a participant (as a witness, deponent or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in
    its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee shall be indemnified against all
    Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter
    therein, provided that Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best
    interests of the Company. No indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter
    as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that
    any court in which the Proceeding was brought or the Cayman Court shall determine upon application that, despite the adjudication
    of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.


 


	5	INDEMNIFICATION
    FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL


 


	 	Notwithstanding
    any other provisions of this Agreement except for Section 27, to the extent that Indemnitee was or is, by reason of Indemnitee’s
    Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense
    of any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law
    and subject to the exclusions set out in Section 9 below, indemnify Indemnitee against all Expenses actually and reasonably incurred
    by him in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise,
    as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted
    by applicable law, indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection
    with each successfully resolved claim, issue or matter. For purposes of this Section 5 and without limitation, the termination of
    any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result
    as to such claim, issue or matter.


 




    	 



    	 



    

 


	6	INDEMNIFICATION
    FOR EXPENSES OF A WITNESS


 


	 	Notwithstanding
    any other provision of this Agreement except for Section 27, to the extent that Indemnitee is, by reason of his Corporate Status,
    a witness or deponent in any Proceeding to which Indemnitee is not a party or threatened to be made a party, he shall, to the fullest
    extent permitted by applicable law, be indemnified against all Expenses actually and reasonably incurred by him or on his behalf
    in connection therewith.


 


	7	ADDITIONAL
    INDEMNIFICATION


 


	7.1	Notwithstanding
    any limitation in Sections 3, 4, or 5, except for Section 27, the Company shall, to the fullest extent permitted by applicable law,
    indemnify Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or
    in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid
    in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses,
    judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the
    Proceeding. No indemnification shall be available under this Section 7.1 on account of Indemnitee’s conduct which constitutes
    a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which
    involves intentional misconduct or a knowing violation of the law or in respect of any matter arising out of his own fraud willful
    neglect or dishonesty. 


 


	8	CONTRIBUTION
    IN THE EVENT OF JOINT LIABILITY


 


	8.1	To
    the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement are unavailable to Indemnitee
    in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall pay, in the first instance,
    the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement
    and/or for Expenses, in connection with any Proceeding in such proportion as is deemed fair and reasonable in light of all of the
    circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result
    of the event(s) and/or transaction(s) giving rise to such Proceeding; and/or (ii) the relative fault of the Company (and its directors,
    officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s). The relative fault of the
    Company on the one hand and of the Indemnitee on the other hand shall be determined by reference to, among other things, the parties’
    relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such judgments,
    fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses.


 




    	 



    	 



    

 


	9	EXCLUSIONS


 


	 9.1 	Notwithstanding
    any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification, advance expenses
    in connection with any claim made against Indemnitee:


 


	 	(a)	for
    which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity or advancement
    provision, except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement,
    other indemnity or advancement provision or otherwise;


 


	 	(b)	for
    an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within
    the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law;


 


	 	(c)	except
    as otherwise provided in Sections 14.5 and 14.6 hereof, prior to a Change in Control, in connection with any Proceeding (or any part
    of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against
    the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part
    of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to
    the powers vested in the Company under applicable law. Indemnitee shall seek payments or advances from the Company only to the extent
    that such payments or advances are unavailable from any insurance policy of the Company covering Indemnitee.


 


	 	(d)	to
    the extent that Indemnitee is indemnified and actually received such payment other than pursuant to this Agreement;
	 	 	 
	 	(e)	in
    connection with a judicial action by or in the right of the Company, in respect of any claim, issue or matter as to which the Indemnitee
    shall have been adjudicated by final judgment in a court of law to be liable for fraud or willful neglect or dishonesty in the performance
    of his duty to the Company unless and only to the extent that any court in which such action was brought shall determine upon application
    that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably
    entitled to indemnification for such Expenses as such court shall deem proper; or
	 	 	 
	 	(f)	for
    any judgment, fine or penalty which the Company is prohibited by applicable law from paying as indemnification.


 


	 9.2 	 The
    Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement
    is provided) hereunder if and to the extent that Indemnitee has actually received such payment under any insurance policy or other
    indemnity provision. 








 




    	 



    	 



    

 


	10	ADVANCES
    OF EXPENSES; DEFENSE OF CLAIM


 


	10.1	Notwithstanding
    any provision of this Agreement to the contrary except for Section 27, and to the fullest extent not prohibited by applicable law,
    the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within
    three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements
    requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent
    permitted by law, be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the
    Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified under the other provisions of this Agreement.
    Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including
    Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. To the fullest extent required
    by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall be made only upon the Company’s
    receipt of an undertaking, by or on behalf of Indemnitee, to repay the advance to the extent that it is ultimately determined that
    Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Articles, applicable law
    or otherwise. This Section 10.1 shall not apply to any claim made by Indemnitee for which an indemnification is excluded pursuant
    to Section 9.


 


	10.2	The
    Company will be entitled to participate in the Proceeding at its own expense.


 


	10.3	The
    Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, fine, penalty
    or limitation on Indemnitee without Indemnitee’s prior written consent.


 


	11	PROCEDURE
    FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION


 


	11.1	Indemnitee
    agrees to notify promptly the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information
    or other document relating to any Proceeding or matter which may be subject to indemnification, or advancement of Expenses covered
    hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to
    Indemnitee under this Agreement, or otherwise.


 


	11.2	Indemnitee
    may deliver to the Company a written application to indemnify Indemnitee in accordance with this Agreement. Such application(s) may
    be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such
    a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined according
    to Section 12.1 of this Agreement.


 




    	 



    	 



    

 


	12	PROCEDURE
    UPON APPLICATION FOR INDEMNIFICATION


 


	12.1	A
    determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in
    the specific case by one of the following methods: (i) if no Change in Control has occurred, (x) by a majority vote of the Disinterested
    Directors, even though less than a quorum of the Board, (y) by a committee of Disinterested Directors, even though less than a quorum
    of the Board, or (z) if there are no Disinterested Directors, or if such Disinterested Directors so direct, by Independent Counsel
    in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (ii) if a Change in Control has occurred,
    by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. The Company will promptly
    advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including
    a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled
    to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably
    cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification,
    including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not
    privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such
    determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so
    cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination
    as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify Indemnitee therefrom.


 


	12.2	In
    the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12.1 hereof,
    the Independent Counsel shall be selected as provided in this Section 12.2. The Independent Counsel shall be selected by Indemnitee
    (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company
    advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets
    the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected
    by the Board, the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected
    and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in
    Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such
    written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection
    to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected
    does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection
    shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected
    shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may
    not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined
    that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification
    pursuant to Section 11.2 hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee
    may petition the Cayman Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s
    selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and
    the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under
    Section 12.1 hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14.1 of this Agreement,
    Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards
    of professional conduct then prevailing).


 




    	 



    	 



    

 


	12.3	The
    Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify such Independent Counsel against
    any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.


 


	13	PRESUMPTIONS
    AND EFFECT OF CERTAIN PROCEEDINGS


 


	13.1	In
    making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination
    shall, to the fullest extent permitted by applicable law, presume that Indemnitee is entitled to indemnification under this Agreement
    if Indemnitee has submitted a request for indemnification in accordance with Section 11.2 of this Agreement, and the Company shall,
    to the fullest extent permitted by applicable law, have the burden of proof to overcome that presumption in connection with the making
    by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including
    by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement
    that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual
    determination by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such applicable standard
    of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.


 


	13.2	If
    the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled
    to indemnification shall not have made a determination within thirty (30) days after receipt by the Company of the request therefor,
    the requisite determination of entitlement to indemnification, to the fullest extent permitted by applicable law, shall be deemed
    to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material
    fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with
    the request for indemnification, or (ii) a final judicial determination that any or all such indemnification is expressly prohibited
    under applicable law; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional
    fifteen (15) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good
    faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto.


 




    	 



    	 



    

 


	13.3	The
    termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea
    of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect
    the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which
    he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding,
    that Indemnitee had reasonable cause to believe that his conduct was unlawful.


 


	13.4	For
    purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action
    is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee
    by the directors, managers, managing members, or officers of the Enterprise in the course of their duties, or on the advice of legal
    counsel for the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager, or managing
    member or on information or records given or reports made to the Enterprise, its Board, any committee of the Board or any director,
    trustee, general partner, manager or managing member by an independent certified public accountant or by an appraiser or other expert
    selected by the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing
    member. The provisions of this Section 13.4 shall not be deemed to be exclusive or to limit in any way the other circumstances in
    which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement.


 


	13.5	The
    knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary,
    agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under
    this Agreement.


 




    	 



    	 



    

 


	14	REMEDIES
    OF INDEMNITEE


 


	14.1	In
    the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification
    under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant
    to Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section
    12.1 of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification
    is not made pursuant to Sections 5, 6, 7 or the last sentence of Section 12.1 of this Agreement within ten (10) days after receipt
    by the Company of a written request therefor, (v) a contribution payment is not made in a timely manner pursuant to Section 8 of
    this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after
    a determination has been made that Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee pursuant to any rights
    under this Agreement or otherwise is not made within ten (10) days after receipt by the Company of a written request therefor, Indemnitee
    shall be entitled to an adjudication by the Cayman Court of his entitlement to such indemnification, contribution or advancement
    rights. Alternatively, Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant
    to the Commercial Arbitration Rules of the American Arbitration Association. Except as set forth herein, the provisions of Cayman
    Islands law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s
    right to seek any such adjudication or award in arbitration.


 


	14.2	In
    the event that a determination shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee is not entitled to
    indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects
    as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination.
    In any judicial proceeding or arbitration commenced pursuant to this Section 14, the Company shall have the burden of proving Indemnitee
    is not entitled to be indemnified or to receive advances of Expenses, as the case may be, and the Company may not refer to or introduce
    into evidence any determination pursuant to Section 12.1 of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences
    a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee shall not be required to reimburse the Company for any
    advances pursuant to Section 10 until a final determination is made with respect to Indemnitee’s entitlement to indemnification
    (as to which all rights of appeal have been exhausted or lapsed).


 


	14.3	If
    a determination shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee is entitled to indemnification, the
    Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent
    (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement
    not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under
    applicable law.


 


	14.4	The
    Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the
    procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before
    any such arbitrator that the Company is bound by all the provisions of this Agreement.


 




    	 



    	 



    

 


	14.5	The
    Company shall indemnify Indemnitee to the fullest extent permitted by law against all Expenses and, if requested by Indemnitee, shall
    (within ten (10) days after the Company’s receipt of such written request) pay to Indemnitee, to the fullest extent permitted
    by applicable law, such Expenses which are incurred by Indemnitee in connection with any judicial proceeding or arbitration brought
    by Indemnitee (i) to enforce his rights under, or to recover damages for breach of, this Agreement or any other indemnification,
    advancement or contribution agreement or provision of the Articles now or hereafter in effect; or (ii) for recovery or advances under
    any insurance policy maintained by any person for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee ultimately
    is determined to be entitled to such indemnification, advancement, contribution or insurance recovery, as the case may be (unless
    such judicial proceeding or arbitration was not brought by Indemnitee in good faith).


 


	14.6	Interest
    shall be paid by the Company to Indemnitee at a rate to be agreed between the Company and the Indemnitee for amounts which the Company
    indemnifies, or is obliged to indemnify for the period commencing with the date on which Indemnitee requests indemnification, contribution,
    reimbursement or advancement of any Expenses and ending with the date on which such payment is made to Indemnitee by the Company.


 


	15	SECURITY


 


	 	Notwithstanding
    anything herein to the contrary except for Section 27, to the extent requested by Indemnitee and approved by the Board, the Company
    may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable
    bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released
    without the prior written consent of Indemnitee.


 


	16	NON-EXCLUSIVITY;
    SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION


 


	16.1	The
    rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any
    time be entitled under applicable law, the Articles, any agreement, a vote of shareholders or a resolution of directors, or otherwise.
    No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under
    this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) arising
    out of, or related to, any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration
    or repeal. To the extent that a change in applicable law, whether by statute or judicial decision, permits greater indemnification
    or advancement of Expenses than would be afforded currently under the Articles or this Agreement, then this Agreement (without any
    further action by the parties hereto) shall automatically be deemed to be amended to require that the Company indemnify Indemnitee
    to the fullest extent permitted by law. No right or remedy herein conferred is intended to be exclusive of any other right or remedy,
    and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter
    existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not
    prevent the concurrent assertion or employment of any other right or remedy.


 




    	 



    	 



    

 


	16.2	The
    Articles permit the Company to purchase and maintain insurance or furnish similar protection or make other arrangements (“Indemnification
    Arrangements”) insuring the Company’s directors, officers, auditors and/or trustee of an employee benefit scheme
    of the Company against any liability asserted against him or incurred by or on behalf of him (other than liability arising out of
    that person’s own dishonesty) or in their respective capacity as a director, officer, auditors and/or trustee of an employee
    benefit scheme of the Company, whether or not the Company would have the power to indemnify him against such liability under
    the provisions of this Agreement, as it may then be in effect. The purchase, establishment, and maintenance of any such Indemnification
    Arrangement shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement
    except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in
    any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such Indemnification
    Arrangement.


 


	16.3	To
    the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, trustees,
    partners, managers, managing members, fiduciaries, employees, or agents of the Company or of any other Enterprise which such person
    serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms
    to the maximum extent of the coverage available for any such director, officer, trustee, partner, manager, managing member, fiduciary,
    employee or agent under such policy or policies. If, at the time the Company receives notice from any source of a Proceeding as to
    which Indemnitee is a party or a participant (as a witness, deponent or otherwise), the Company has director and officer liability
    insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set
    forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay,
    on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.


 


	16.4	In
    the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights
    of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution
    of such documents as are necessary to enable the Company to bring suit to enforce such rights.


 


	16.5	The
    Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company
    as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other Enterprise shall be
    reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from such Enterprise. Notwithstanding
    any other provision of this Agreement to the contrary except for Section 27, (i) Indemnitee shall have no obligation to reduce, offset,
    allocate, pursue or apportion any indemnification, advancement, contribution or insurance coverage among multiple parties possessing
    such duties to Indemnitee prior to the Company’s satisfaction and performance of all its obligations under this Agreement,
    and (ii) the Company shall perform fully its obligations under this Agreement without regard to whether Indemnitee holds, may pursue
    or has pursued any indemnification, advancement, contribution or insurance coverage rights against any person or entity other than
    the Company.


 




    	 



    	 



    

 


	17	DURATION
    OF AGREEMENT


 


	 	All
    agreements and obligations of the Company contained herein shall continue during the period Indemnitee serves as a director or officer
    of the Company or as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other corporation,
    partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee serves at the request of the Company
    and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding (including any rights of appeal thereto
    and any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason of his Corporate Status, whether or
    not he is acting in any such capacity at the time any liability or expense is incurred for which indemnification or advancement can
    be provided under this Agreement.


 


	18	SEVERABILITY


 


	 	If
    any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a)
    the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion
    of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable,
    that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable
    to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform
    to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the
    provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement
    containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable)
    shall be construed so as to give effect to the intent manifested thereby.


 


	19	ENFORCEMENT
    AND BINDING EFFECT


 


	19.1	The
    Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in
    order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges
    that Indemnitee is relying upon this Agreement in serving as a director or officer of the Company.


 




    	 



    	 



    

 


	19.2	Without
    limiting any of the rights of Indemnitee under the Articles as they may be amended from time to time, this Agreement constitutes
    the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and
    understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.


 


	19.3	The
    indemnification and advancement of expenses rights provided by or granted pursuant to this Agreement shall be binding upon and be
    enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase,
    merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), shall continue as to
    an Indemnitee who has ceased to be a director or officer of the Company or a director, officer, trustee, general partner, manager,
    managing member, fiduciary, employee or agent of any other Enterprise at the Company’s request, and shall inure to the benefit
    of Indemnitee and his or her spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.


 


	19.4	The
    Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all,
    substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance
    satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that
    the Company would be required to perform if no such succession had taken place.


 


	19.5	The
    Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable
    and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto
    agree that Indemnitee may enforce this Agreement by seeking, among other things, injunctive relief and/or specific performance hereof,
    without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance,
    Indemnitee shall not be precluded from seeking or obtaining any other relief to which he may be entitled. The Company and Indemnitee
    further agree that Indemnitee shall be entitled to such specific performance and injunctive relief, including temporary restraining
    orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking in connection
    therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by a court
    of competent jurisdiction and the Company hereby waives any such requirement of such a bond or undertaking.


 




    	 



    	 



    

 


	20	MODIFICATION
    AND WAIVER


 


	 	No
    supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Company and Indemnitee.
    No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this
    Agreement nor shall any waiver constitute a continuing waiver.


 


	21	NOTICES


 


	 	All
    notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly
    given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed,
    or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is
    so mailed:


 


	 	(a)	If
    to Indemnitee, at the address indicated on the signature page of this Agreement or such other address as Indemnitee shall provide
    in writing to the Company.


 


	 	(b)	If
    to the Company, to:


 


	 	TenX
    Keane Acquisition
	 	500
    Fifth Avenue, Suite 938
	 	New
    York, NY 10110
	 	Attn:
    Taylor Zhang
	 	 
	 	With
    a copy, which shall not constitute notice, to:
	 	 
	 	The
    Crone Law Group, P.C.
	 	500
    Fifth Avenue, Suite 938
	 	New
    York, NY 10110
	 	Attn:
    Mark Crone, Esq., Liang Shih, Esq.


 


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


 


	22	APPLICABLE
    LAW AND CONSENT TO JURISDICTION


 


	 	This
    Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws
    of the Cayman Islands, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee
    pursuant to Section 14.1 of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any
    action or proceeding arising out of or in connection with this Agreement shall be brought only in the Cayman Court and not in any
    other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive
    jurisdiction of the Cayman Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c)
    waive any objection to the laying of venue of any such action or proceeding in the Cayman Court; and (d) waive, and agree not to
    plead or to make, any claim that any such action or proceeding brought in the Cayman Court has been brought in an improper or inconvenient
    forum, or is subject (in whole or in part) to a jury trial.


 




    	 



    	 



    

 


	23	IDENTICAL
    COUNTERPARTS


 


	 	This
    Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of
    which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability
    is sought needs to be produced to evidence the existence of this Agreement.


 


	24	MISCELLANEOUS


 


	 	Use
    of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs
    of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the
    construction thereof.


 


	25	ADDITIONAL
    ACTS


 


	 	If
    for the validation of any of the provisions in this Agreement any act, resolution, approval or other procedure is required, the Company
    undertakes to cause such act, resolution, approval or other procedure to be affected or adopted in a manner that will enable the
    Company to fulfill its obligations under this Agreement.


 


	26	WAIVER
    OF CLAIMS TO TRUST ACCOUNT


 


	 	Indemnitee
    hereby agrees that it does not have any right, title, interest or claim of any kind (each, a “Claim”) in or to
    any monies in the trust account established in connection with the Company’s initial public offering for the benefit of the
    Company and holders of shares issued in such offering, and hereby waives any Claim it may have in the future as a result of, or arising
    out of, any services provided to the Company and will not seek recourse against such trust account for any reason whatsoever.


 


	27.	MAINTENANCE
    OF INSURANCE


 


	 	The
    Company shall use commercially reasonable efforts to obtain and maintain in effect during the entire period for which the Company
    is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies
    to provide the officers/directors of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s
    performance of its indemnification obligations under this Agreement. The Indemnitee shall be covered by such policy or policies in
    accordance with its or their terms to the maximum extent of the coverage available for any such director or officer under such policy
    or policies. In all such insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee
    with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers.


 


[SIGNATURE
PAGE FOLLOWS]


 




    	 



    	 



    

 


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


 


TENX KEANE ACQUISITION    




 


	By:		 
	Name:	Xiaofeng
    Yuan	 
	Title:	Chief
    Executive Officer and Chairman	 



 


INDEMNITEE 




 


	By:		 
	Name:	 	 
	Address:	 	 


 


[Signature
Page to Indemnity Agreement]