Exhibit 10.1


 


INDEMNIFICATION AGREEMENT


 


This
Indemnification Agreement (this “Agreement”), made and entered into as of the ________ day of ___________, 20_____,
by and between ARB IOT Group Limited, an exempted company with limited liability under the laws of Cayman Islands (the “Company”)
and ___________________ (“Indemnitee”).


 


W I T N E S S E T H:


 


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


 


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


 


WHEREAS,
in order to induce and encourage highly experienced and capable persons such as the Indemnitee to serve as directors and officers of
the Company, the board of directors of the Company (the “Board”) has determined that it is reasonably prudent and
necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons;


 


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 serve, or continue to serve, as a director or an executive officer of the Company, the Company and the Indemnitee hereby agree as
follows:


 


	1.	Definitions. As used in this Agreement:



 


(a).
 “Change of Control” shall mean any of the following:


 


(i)
any “person” (as such term is used in Sections 13(d) and 14(d) of the United States Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”)), but excluding (1) the Company,
(2) 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 and (3) any entity owned, directly or indirectly, by the shareholders of the
Company in substantially the same proportions as their ownership of stock of the Company, becomes the “beneficial owner”
(as defined in Rule 13d-3 under the Exchange 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 majority of the directors
in office immediately prior to such person’s attaining such interest;


 


(ii)
any merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting
securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a
majority of the Board or other governing body of such surviving entity;


 






     


     


    

 


(iii)
the approval by the shareholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition
by the Company, in one transaction or a series of related transactions, of all or substantially all of the Company’s assets;


 


(iv)
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 in response
to any similar item or any similar or successor schedule or form) promulgated under the Exchange Act whether or not the Company is then
subject to such reporting requirements; and


 


(v)
during any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at
the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered
into an agreement with the Company to effect a transaction described in Sections 1(a)(i), 1(a)(iii) or 1(a)(iv)) whose election by the
Board 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 either were directors at the beginning of the period or whose election or nomination for election was previously
so approved, ceasing for any reason to constitute a least a majority of the members of the Board.


 


(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).
  “Expenses” shall mean shall mean, without limitation, expenses of Proceedings, including attorneys’ fees,
disbursement 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, which are actually levied against or sustained by the Indemnitee to the extent
sustained after final adjudication.


 


(d).
 “Independent Legal Counsel” shall mean any firm of attorneys that is not presently representing and has not in
the preceding five (5) years represented the Company, the Company’s subsidiaries or affiliates, the Indemnitee, any entity controlled
by the Indemnitee, or any party adverse to the Company in any matter material to any such party (other than with respect to matters concerning
the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements). 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 Articles, applicable law or otherwise.


  


(e).
 “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 Articles, applicable law or otherwise.


 






    2


     


    

 


(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 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, 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.


 


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, 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, 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
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. All such indemnification against Expenses
shall be offset by the amount of cash, if any, received by the Indemnitee resulting from his/her success therein.


 






    3


     


    

 


6. Partial
Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion
of Expenses, but not for the total amount of Expenses, the Company shall indemnify the Indemnitee for the portion of such Expenses to
which 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 and an undertaking in writing to repay any advances if it is ultimately determined as provided
in Section 8(b) of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, the Articles, applicable
law or otherwise.


 


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 failure and delay 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 be entitled to indemnification under this Agreement unless a determination is made that
the Indemnitee is not entitled to indemnification under this Agreement, the Articles, applicable law or otherwise by one of the following
two methods, which, if there has not been a Change in Control, shall be at the election of the Board: (i) by a majority vote of the Board
of a quorum consisting of Disinterested Directors or (ii) if a quorum of the Board consisting of Disinterested Directors is not obtainable
or, even if obtainable, said Disinterested Directors so direct, by Independent Legal Counsel in a written opinion to the Board, a copy
of which shall be delivered to the Indemnitee. If a Change in Control shall have occurred and the Indemnitee so requests in writing,
such determination shall be made only by Independent Legal Counsel in the manner set forth in this subsection.


 






    4


     


    

 


(c)
If (i) a determination is made that the Indemnitee is not entitled to indemnification under this Agreement or (ii) 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 Indemnitee is entitled to an adjudication 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 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 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. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make
any indemnity in connection with any claim made against the Indemnitee:


 


(a)
in connection with any Proceeding initiated or brought voluntarily by the Indemnitee and not by way of defense, unless (i) the Board
authorized the Proceeding prior to its initiation or (ii) the Proceeding is to enforce indemnification rights under this Agreement, the
Articles, applicable law or otherwise and either (A) Indemnitee is successful in such Proceeding in establishing Indemnitee’s right,
in whole or in part, to indemnification or advancement of Expenses hereunder (in which case such indemnification or advancement shall
be to the fullest extent permitted by this Agreement) or (B) the court in such Proceeding shall determine that, despite Indemnitee’s
failure to establish his or her right to indemnification, Indemnitee is entitled to indemnity for such expenses (in which case such indemnification
or advancement shall be to the extent provided by such court);


 






    5


     


    

 


(b)
in connection with the Indemnitee preparing to serve or serving, prior to a Change in Control, as a witness in voluntary cooperation
with any non-governmental or non-regulatory 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 may be provided by the Company if the Board finds it to be appropriate;


 


(c)
for which payment has actually been 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 policy;


 


(d)
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;


 


(e)
for which the Indemnitee is indemnified and actually paid other than pursuant to this Agreement;


 


(f)
for conduct that is finally adjudged by a court of competent jurisdiction to have been caused by the Indemnitee’s dishonesty, willful
default or fraud, including, without limitation, breach of the duty of loyalty, 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, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which such court shall deem proper;


 


(g)
if a court of competent jurisdiction finally determines that such indemnification is unlawful. In this respect, the Company and the Indemnitee
have been advised that the Securities and Exchange Commission (the “SEC”) 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;;


 


(h)
in connection with Indemnitee’s personal tax matter;


 


(i)
subject to the proviso in Section 9(a) hereof, in connection with any dispute or breach arising under any contract or similar obligation
between the Company or any of its subsidiaries or affiliates and such Indemnitee; or


 


(j)
in connection with any reimbursement made by Indemnitee to the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the
“Sarbanes-Oxley Act”), Section 306 of the Sarbanes-Oxley Act or Section 954 of the Dodd–Frank Wall Street Reform
and Consumer Protection Act and the rules promulgated by the SEC thereunder.


 


10. Insurance.
To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees,
or agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise that such person serves at the request of the Company, 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 director, officer, employee, agent or fiduciary under
such policy or policies. If, at the time of the receipt of a notice of a Proceeding pursuant to the terms hereof, the Company has directors’
and officers’ insurance in effect, the Company shall give prompt notice of the commencement 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 the Indemnitee, all amounts payable as a result of such Proceeding in accordance with
the terms of such policies.


 






    6


     


    

 


11. No
Employment Rights. Nothing in this Agreement is intended to create in the Indemnitee any right to continued employment with the Company.


 


12. Continuation
of Indemnification. All agreements and obligations of the Company contained herein shall continue during the period that the Indemnitee
is a director or an executive 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 Proceeding by reason of the fact
that the Indemnitee is or was a director or an executive officer of the Company or is or was serving in any other capacity referred to
in this Section 12.


 


13. 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 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.


 


14.  Contribution.
To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee
for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether
for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim
relating to an indemnifiable event under this Agreement, 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. The Company agrees that it would not be just and
equitable if contribution pursuant to this Section 14 were determined by pro rata allocation or any other method of allocation which
does not take account of the foregoing equitable considerations.


 


15. Entire
Agreement. This Agreement and the documents referred to herein constitute the entire agreement between the parties hereto
with respect to the matters covered hereby, and any other prior or contemporaneous oral or written understandings or agreements with
respect to the matters covered hereby are superseded by this Agreement, provided that this Agreement is a supplement to and in furtherance
of the Articles and applicable law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee
thereunder.


 


16. Amendment.
This Agreement may not be modified or amended except by a written instrument executed by or on behalf of each of the parties hereto. 
No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit, restrict or reduce any right of Indemnitee
under this Agreement in respect of any act or omission, or any event occurring, prior to such amendment, alteration or repeal. 
To the extent that a change in applicable law, whether by statute or judicial decision limits rights with respect to indemnification,
contribution or advancement of Expenses, it is the intent of the parties hereto that the rights with respect to indemnification, contribution
or advancement of Expenses in effect prior to such change shall remain in full force and effect to the extent permitted by applicable
law.


 






    7


     


    

 


17. Waivers.
The observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively
or prospectively) by the party entitled to enforce such term only by a writing signed by the party against which such waiver is to be
asserted. Unless otherwise expressly provided herein, no delay on the part of any party hereto in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party hereto of any right, power or privilege hereunder
operate as a waiver of any other right, power or privilege hereunder nor shall any single or partial exercise of any right, power or
privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.


 


18. Assignment;
Successors and Assigns. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by either party thereto
without the prior written consent of the other party, except that the Company may, without such consent, assign all such rights and obligations
to a successor in interest to the Company which assumes all obligations of the Company under this Agreement in a written agreement in
form and substance satisfactory to the Indemnitee. Notwithstanding the foregoing, this Agreement shall be binding upon and inure to the
benefit of and be enforceable by and against the parties hereto and the Company’s successors (including any direct or indirect
successor by purchase, merger, consolidation, or otherwise to all or substantially all of the business and/or assets of the Company)
and assigns, as well as the Indemnitee’s spouses, heirs, and personal and legal representatives.


 


19. Notices.
All notices, requests, demands and other communications under this Agreement shall be in writing (which may be by facsimile transmission
or email). All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof
if received prior to 5:00 p.m. in the place of receipt and such day is a business day in the place of receipt.  Otherwise,
any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place
of receipt.  The address for notice to a party is as shown on the signature page of this Agreement, or such other address as
any party shall have given by written notice to the other party as provided above.


 


20. 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.


 


21. 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 each portion of any Section 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 each portion of any Section
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. To the extent required, any section, 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.


 






    8


     


    

 


22. Governing
Law. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with,
the laws of the State of New York, without regard to its conflict of laws rules.


 


23. Consent
to Jurisdiction. The Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising
out of or in connection with this Agreement shall be brought only in any state or United States federal court located in the Borough
of Manhattan, the City of New York, New York (each a “New York Court”), and not in any other state or federal court
in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the New
York Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to
the laying of venue of any such action or proceeding in the New York Court, and (iv) waive, and agree not to plead or to make, any claim
that any such action or proceeding brought in the New York Court has been brought in an improper or inconvenient forum.


 


24. Headings.
The Section headings in this Agreement are for convenience of reference only, and shall not be deemed to alter or affect the meaning
or interpretation of any provisions hereof.


 


25. 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.


 


26. Use
of Certain Terms. As used in this Agreement, the words “herein,” “hereof,” and “hereunder” and
other words of similar import refer to this Agreement as a whole and not to any particular paragraph, subparagraph, section, subsection,
or other subdivision. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine,
feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.


 






    9


     


    

 


IN WITNESS WHEREOF, this
Agreement has been duly executed and delivered to be effective as of the date first above written.


 


	 	ARB IOT Group Limited
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	Address:
	 	Facsimile:
	 	Attention:
	 	 
	 	With a copy to:
	 	 
	 	Address:
	 	Facsimile:
	 	Attention:
	 	 
	 	INDEMNITEE
	 	 
	 	 
	 	 
	 	Address:
	 	Facsimile:
	 	 
	 	With a copy to:
	 	 
	 	Address:
	 	Facsimile:
	 	Attention: