Exhibit 10.1


 


NFT LIMITED


 


INDEMNIFICATION AGREEMENT


 


This Indemnification Agreement (“Agreement”)
is entered into as of ________ by and between NFT Limited, a Cayman Islands exempt company (the “Company”), and _________
(“Indemnitee”).


 


RECITALS


 


A. The Company and Indemnitee recognize the continued
difficulty in obtaining liability insurance for its directors, officers, employees, agents and fiduciaries, the significant increases
in the cost of such insurance and the general reductions in the coverage of such insurance.


 


B. The Company and Indemnitee further recognize
the substantial increase in corporate litigation in general, subjecting directors, officers, employees, agents and fiduciaries to expensive
litigation risks at the same time as the availability and coverage of liability insurance has been severely limited.


 


C. Indemnitee does not regard the current protection
available as adequate under the present circumstances, and Indemnitee and other directors, officers, employees, agents and fiduciaries
of the Company may not be willing to serve or continue to serve in such capacities without additional protection.


 


D. The Company desires to attract and retain the
services of highly qualified individuals, such as Indemnitee, to serve the Company and, in part, in order to induce Indemnitee to continue
to provide services to the Company, wishes to provide for the indemnification and advancing of expenses to Indemnitee to the maximum extent
permitted by law.


 


E. In view of the considerations set forth above,
the Company desires that Indemnitee be indemnified by the Company as set forth herein.


 


NOW, THEREFORE, the Company and Indemnitee hereby
agree as follows:


 


1. Indemnification.


 


(a) General Right to Indemnification. 
The Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee was or is or becomes a party to or witness
or other participant in, or is threatened to be made a party to or witness or other participant in, any threatened, pending or completed
action, suit, proceeding or alternative dispute resolution mechanism, or any hearing, inquiry or investigation that Indemnitee in good
faith believes might lead to the institution of any such action, suit, proceeding or alternative dispute resolution mechanism, whether
civil, criminal, administrative, investigative or other (hereinafter a “Claim”), by reason of (or arising in whole
or in part out of) any event or occurrence related to the fact that Indemnitee is or was a director, officer, employee, agent or fiduciary
of the Company, or any subsidiary of the Company, or is or was serving at the request of the Company as a director, officer, employee,
agent or fiduciary of another company, partnership, joint venture, trust or other enterprise, or by reason of any action or inaction on
the part of Indemnitee while serving in such capacity (hereinafter an “Indemnifiable Event”), and the Indemnitee
shall be indemnified and held harmless by the Company to the fullest extent permitted by law, against any and all costs, charges, expenses,
liabilities, losses, (including attorneys’ fees and expenses and all other costs, expenses and obligations (including any travel
related expenses) incurred in connection with investigating, defending, being a witness in or participating in (including on appeal),
or preparing to defend, be a witness in or participate in, any such action, suit, proceeding, alternative dispute resolution mechanism,
hearing, inquiry or investigation), judgments, fines, penalties and amounts paid in settlement (if such settlement is approved in advance
by the Company, which approval shall not be unreasonably withheld) of such Claim and any U.S. federal, state, local or non-U.S. taxes
imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement (collectively, hereinafter “Expenses”),
including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses.  Such indemnification
shall continue as to the Indemnitee when the Indemnitee ceases to be a director, officer, employee, agent or fiduciary of the Company
or any subsidiary of the Company (or to serve another entity at the request of the Company) and shall inure to the benefit of the Indemnitee’s
heirs, personal representatives and estate.  Such payment of Expenses shall be made by the Company as soon as practicable but in
any event no later than twenty days after written demand by Indemnitee therefor is presented to the Company.


 






     


     


    

 


(b) Reviewing Party.  Notwithstanding
the foregoing, (i) the obligations of the Company under Section 1(a) shall be subject to the condition that the Reviewing
Party (as defined in Section 9(e) hereof) shall not have determined (in a written opinion, in any case in which the Independent
Legal Counsel referred to in Section 1(c) hereof is involved) that Indemnitee would not be permitted to be indemnified under
Applicable Law (as defined in Section 9(g) hereof), and (ii) the obligation of the Company to make an advance payment of Expenses to Indemnitee
pursuant to Section 2(a) (an “Expense Advance”) shall be subject to the condition that, if, when
and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under Applicable Law,
the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore
paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court
of competent jurisdiction to secure a determination that Indemnitee should be indemnified under Applicable Law, any determination made
by the Reviewing Party that Indemnitee would not be permitted to be indemnified under Applicable Law shall not be binding and Indemnitee
shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto
(as to which all rights of appeal therefrom have been exhausted or lapsed).  The Indemnitee’s obligation to reimburse the Company
for any Expense Advance shall be unsecured and no interest shall be charged thereon.  If there has not been a Change in Control (as
defined  in Section 9(c) hereof), the Reviewing Party shall be selected by the Board of Directors, and if there has been
such a Change in Control (other than a Change in Control which has been approved by a majority of the persons surviving as members of
the Company’s Board of Directors who comprised the Company’s Board of Directors immediately prior to such Change in Control),
the Reviewing Party shall be the Independent Legal Counsel as selected in accordance with Section 1(c) hereof.  If there
has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted
to be indemnified in whole or in part under Applicable Law, Indemnitee shall have the right to commence litigation seeking an initial
determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or
factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding.  Any determination
by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.


 


(c) Change in Control.  The Company
agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the
persons surviving as members of the Company’s Board of Directors who were directors immediately prior to such Change in Control)
then, with respect to all matters thereafter arising concerning the right of Indemnitee to payments of Expenses and Expense Advances under
this Agreement or any other agreement or under the Company’s Memorandum of Association and Articles of Association as now or hereafter
in effect (the “Memorandum and Articles”), Independent Legal Counsel (as defined in Section 9(d) hereof)
shall be selected by the Indemnitee and approved by the Company (which approval shall not be unreasonably withheld or delayed). 
Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee
would be permitted to be indemnified under Applicable Law, and the Company agrees to abide by such opinion.  The Company agrees to
pay the reasonable fees and expenses of the Independent Legal Counsel referred to above and to fully indemnify such counsel against any
and all expenses (including attorneys’ fees and expenses), claims, liabilities and damages arising out of or relating to this Agreement
or its engagement pursuant hereto.


 


(d) Mandatory Payment of Expenses. 
Notwithstanding any other provision of this Agreement other than  Section 8 hereof, to the extent that Indemnitee has been successful
on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any action, suit,
proceeding, inquiry, alternative dispute resolution mechanism or investigation referred to in Section (1)(a) hereof or in the
defense of any Claim, issue or matter covered by this Agreement, or in defense of any Claim, issue or matter therein, Indemnitee
shall be indemnified against all Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.


 


2. Expenses; Indemnification Procedure.


 


(a) Advancement of Expenses.  The
Company shall advance all Expenses incurred by Indemnitee.  The advances to be made hereunder shall be paid by the Company to Indemnitee
as soon as practicable but in any event no later than twenty days after written demand by Indemnitee therefor to the Company.


 


(b) Notice/Cooperation by Indemnitee. 
Indemnitee shall, as a condition precedent to Indemnitee’s right to be indemnified under this Agreement, give the Company notice
in writing as soon as practicable of any Claim made against Indemnitee for which indemnification will or could be sought under this Agreement, provided, however,
that failure to provide such notice in accordance with this Section 2(b) shall not affect Indemnitee’s rights to receive
any Expenses or Expense Advances hereunder unless and except to the extent that the Company did not otherwise receive notice of such Claim
and such failure of Indemnitee to provide such notice results in the forfeiture by the Company of substantial rights and defenses. 
In addition, Indemnitee shall give the Company such information (in the possession of, or reasonably obtainable without material
expense by, Indemnitee) and cooperation as it may reasonably require and as shall be within Indemnitee’s reasonable power and
control.


 


(c) No Presumptions; Burden of Proof.
For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with or without court approval) or
conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee
did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not
permitted by Applicable Law.  In addition, neither the failure of the Reviewing Party to have made a determination as to whether
Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party
that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee
to secure a judicial determination that Indemnitee should be indemnified under Applicable Law, shall be a defense to Indemnitee’s
claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief. 
In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder,
the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.


 






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(d)  Notice to Insurers.  If, at
the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance
in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim 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 action, suit, proceeding, inquiry or investigation
in accordance with the terms of such policies, provided, however, that nothing contained in this Section 2(d) shall
excuse the Company from its obligations to pay Expenses or Expense Advances to Indemnitee as provided herein.


 


(e) Selection of Counsel.  In the
event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of
such Claim with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of
written notice of its election so to do.  After delivery of such notice, approval of such counsel by Indemnitee and the retention
of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently
incurred by Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee’s
counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of counsel by Indemnitee has been previously
authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company
and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim,
then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.  The Company shall have the right
to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the
consent of the Indemnitee, provided, however, that the Company shall not settle any Claim requiring the admission
of guilt or responsibility by Indemnitee without Indemnitee’s prior written consent, such consent to not be unreasonably withheld.


 


3. Additional Indemnification Rights; Nonexclusivity.


 


(a) Scope. The Company hereby agrees
to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized
by the other provisions of this Agreement, the Memorandum and Articles, or by statute.  In the event of any change after the date
of this Agreement in any Applicable Law, statute or rule which expands the right of a Cayman Islands company to indemnify a member
of its Board of Directors or an officer, employee, agent or fiduciary, it is the intent of the parties hereto that Indemnitee shall enjoy
by this Agreement the greater benefits afforded by such change.  In the event of any change in any Applicable Law, statute or rule which
narrows the right of a Cayman Islands company to indemnify a member of its Board of Directors or an officer, employee, agent or fiduciary,
such change, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect
on this Agreement or the parties’ rights and obligations hereunder except as set forth in Section 8(a) hereof.


 


(b) Nonexclusivity.  The indemnification
and advances provided by this Agreement shall be in addition to any rights to which Indemnitee may be entitled under the Memorandum and
Articles, any agreement, any vote of shareholders or disinterested directors, the Cayman Islands Companies Law, or otherwise.  The
indemnification provided under this Agreement shall continue as to Indemnitee for any action Indemnitee took or did not take while serving
in an indemnified capacity even though Indemnitee may have ceased to serve in such capacity.


 


4. No Duplication of Payments. 
The Company shall not be liable under this Agreement to make any payment in connection with any Claim made against Indemnitee to the extent
Indemnitee has otherwise actually received payment (under any insurance policy, the Memorandum and Articles or otherwise) of the amounts
otherwise indemnifiable hereunder.


 


5. Partial Indemnification.  If
Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses incurred
in connection with any Claim, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee
for the portion of such Expenses to which Indemnitee is entitled.


 


6. Mutual Acknowledgement.  Both
the Company and Indemnitee acknowledge that in certain instances, U.S. federal law or applicable public policy may prohibit the Company
from indemnifying its directors, officers, employees, agents or fiduciaries under this Agreement or otherwise.  Indemnitee understands
and acknowledges that if the Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), the Company may be required to undertake with the Securities and Exchange Commission to
submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public
policy to indemnify Indemnitee.


 


7. .Intentionally Omitted.


 






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8. Exceptions. Any other provision
herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:


 


(a) Excluded Action or Omissions. 
To indemnify Indemnitee for Expenses resulting from acts, omissions or transactions for which Indemnitee is prohibited from receiving
indemnification under this Agreement or Applicable Law; provided, however, that notwithstanding any limitation
set forth in this Section 8(a) regarding the Company’s obligation to provide indemnification, Indemnitee shall be
entitled under Section 2 to receive Expense Advances hereunder with respect to any such Claim unless and until a court having jurisdiction
over the Claim shall have made a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed)
that Indemnitee has engaged in acts, omissions or transactions for which Indemnitee is prohibited from receiving indemnification under
this Agreement or Applicable Law;


 


(b) Claims Initiated by Indemnitee. 
To indemnify or advance Expenses to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of
defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to
indemnification under this Agreement or any other agreement or insurance policy or under the Memorandum and Articles relating to Claims
for Indemnifiable Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim,
or (iii) as otherwise required under the Cayman Islands Companies Law, regardless of whether Indemnitee ultimately is determined
to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be;


  


(c) Lack of Good Faith.  To indemnify
Indemnitee for any expenses incurred by Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this
Agreement, if a court of competent jurisdiction in a final non-appealable decision determines that each material assertion made by Indemnitee
in such proceeding was not made in good faith or was frivolous; or


 


(d) Claims Under Section 16(b). 
To indemnify Indemnitee for expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation
of Section 16(b) of the Exchange Act, or any similar successor statute if the Company is subject to the informational requirements
of the Exchange Act; provided, however, that notwithstanding any limitation set forth in this Section 8(d) regarding
the Company’s obligation to provide indemnification, Indemnitee shall be entitled under Section 2 to receive Expense Advances
hereunder with respect to any such Claim unless and until a court having jurisdiction over the Claim shall have made a final judicial
determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee has violated said statute.


 


9. Construction of Certain Phrases.


 


(a) For purposes of this Agreement, references to
the “Company” shall include, in addition to the resulting company, any constituent company (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority
to indemnify its directors, officers, employees, agents or fiduciaries, so that if Indemnitee is or was a director, officer, employee,
agent or fiduciary of such constituent company, or is or was serving at the request of such constituent company as a director, officer,
employee, agent or fiduciary of another company, partnership, joint venture, employee benefit plan, trust or other enterprise, Indemnitee
shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving company as Indemnitee
would have with respect to such constituent company if its separate existence had continued.


 


(b) For purposes of this Agreement, references to
“other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes
assessed on Indemnitee with respect to an employee benefit plan; and 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 its beneficiaries;
and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the interest 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.


 


(c) For purposes of this Agreement a “Change
in Control” shall be deemed to have occurred if, on or after the date of this Agreement, (i) any “person”
(as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary holding securities
under an employee benefit plan of the Company acting in such capacity or a company owned directly or indirectly by the shareholders of
the Company in substantially the same proportions as their ownership of shares 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 more than 33%
of the total voting power represented by the Company’s then outstanding Voting Securities, (ii) during any period of two consecutive
years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election
by the Board of Directors or nomination for election by the Company’s shareholders was approved by a vote of at least two thirds
(2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the shareholders of the Company
approve a merger or consolidation of the Company with any other company other than a merger or consolidation which would result in the
Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by
being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities
of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders of the Company
approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction
or a series of related transactions) all or substantially all of the Company’s assets.


 






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(d) For purposes of this Agreement, “Independent
Legal Counsel” shall mean an attorney or firm of attorneys, selected in accordance with the provisions of Section 1(c) hereof,
who shall not have otherwise performed services for the Company or Indemnitees within the last three years (other than with respect to
matters concerning the rights of Indemnitees under this Agreement, or of other indemnitees under similar indemnity agreements).


 


(e) For purposes of this Agreement, a “Reviewing
Party” shall mean any appropriate person or body consisting of a member or members of the Company’s Board of Directors or
any other person or body appointed by the Board of Directors who is not a party to the particular Claim for which Indemnitee are seeking
indemnification, or Independent Legal Counsel.


 


(f) For purposes of this Agreement, “Voting
Securities” shall mean any securities of the Company that vote generally in the election of directors.


 


(g) For the purposes of this Agreement, “Applicable
Law” shall mean the General Corporation Law of the State of Nevada, Cayman Islands Companies Law or any U.S. federal or non-U.S.
statute, law, rule or regulation imposed on the parties by a Nevada or Cayman Islands court of law.


 


10. Counterparts.  This Agreement
may be executed in one or more counterparts, each of which shall constitute an original.


 


11. Binding Effect; Successors and Assigns. 
This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors,
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, spouses, heirs, and personal and legal representatives.  The Company shall require and cause
any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial
part, of the business and/or assets of the Company, by written agreement in form and 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.  This Agreement shall continue in effect with respect to Claims relating to Indemnifiable Events
regardless of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary of the Company or of any other
enterprise at the Company’s request.


 


12. Attorneys’ Fees.  In
the event that any action is instituted by Indemnitee under this Agreement or under any liability insurance policies maintained by the
Company to enforce or interpret any of the terms hereof or thereof, Indemnitee shall be entitled to be paid all Expenses incurred
by Indemnitee with respect to such action, regardless of whether Indemnitee is ultimately successful in such action, and shall be entitled
to the advancement of Expenses with respect to such action, unless, as a part of such action, a court of competent jurisdiction over such
action in a final non-appealable decision determines that each material assertion made by Indemnitee as a basis for such action was not
made in good faith or was frivolous.  In the event of an action instituted by or in the name of the Company under this Agreement
to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all Expenses incurred by Indemnitee
in defense of such action (including costs and expenses incurred with respect to Indemnitee’s counterclaims and cross-claims made
in such action), and shall be entitled to the advancement of Expenses with respect to such action, unless, as a part of such action, a
court having jurisdiction over such action in a final non-appealable decision determines that each of Indemnitee’s material defenses
to such action was made in bad faith or was frivolous.


 


13. Notice. All notices and other communications
required or permitted hereunder shall be in writing, shall be effective when given, and shall in any event be deemed to be given (a) when
delivered, if delivered personally; (b) at the earlier of its receipt or five (5) days after the same has been deposited in
a regularly maintained receptacle for the deposit of the U.S. mail, if sent by U.S. first-class registered or certified mail within the
U.S.; (c) on the next business day after deposit with an recognized courier service, if sent by overnight courier service within
the U.S. for next day delivery; (d) three (3) business days after deposit with an internationally-recognized courier service,
if sent by international overnight courier service; (e) if sent via facsimile, upon confirmation of facsimile transfer; or (f) if
sent via electronic mail, upon transmission when directed to the relevant electronic mail address, if sent during normal business hours
of the recipient, or if not sent during normal business hours of the recipient, then on the recipient’s next business day, and shall
be addressed if to Indemnitee, at the Indemnitee’s address, facsimile number or e-mail address as set forth beneath Indemnitee’s
signature to this Agreement and if to the Company at the address of its principal corporate offices (attention: Chief Executive Officer
and Chairman of the Board of Directors) or at such other address as such party may designate by ten days’ advance written notice
to the other party hereto.


 






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14. Consent to Jurisdiction. 
The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State of Nevada for all purposes in
connection with any action or proceeding which arises out of or relates to this Agreement.


 


15. Severability.  The provisions
of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section,
paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining
provisions shall remain enforceable to the fullest extent permitted by law.  Furthermore, to the fullest extent possible, the provisions
of this Agreement (including, without limitations, each portion of this Agreement containing any provision held to be invalid, void or
otherwise unenforceable, that is not itself invalid, void or unenforceable) shall be construed so as to give effect to the intent manifested
by the provision held invalid, illegal or unenforceable.


 


16. Choice of Law.  This Agreement
shall be governed by and its provisions construed and enforced in accordance with the laws of the State of Nevada, as applied to contracts
between Nevada residents, entered into and to be performed entirely within the State of Nevada, without regard to the conflict of laws
principles thereof.


 


17. 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 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.


 


18. Amendment and Termination. 
No amendment, modification, termination or cancellation of this Agreement shall be effective unless it is in writing signed by both the
parties hereto.  No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions
hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


 


19. Integration and Entire Agreement. 
This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral
negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto.


 


20. No Construction as Employment Agreement. 
Nothing contained in this Agreement shall be construed as giving Indemnitee any right to be retained in the employ of the Company or any
of its subsidiaries.


 


[Remainder of Page Intentionally Left Blank]


 






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


 


	 	 	NFT LIMITED,
	 	 	a Cayman Islands company
	 	 	 
	 	 	By:	 
	 	 	 	Kuangtao Wang
	 	 	 	Director
	 	 	 	 
	AGREED TO AND ACCEPTED BY:	 	 
	 	 	 
	 	 	 
	(Signature of Indemnitee)	 	 
	 	 	 
	 	 	 
	(Print Name of Indemnitee)	 	 
	 	 	 
	Address:	 	 
	 	 	 
	Facsimile Number:	 	 
	 	 	 
	E-mail Address:	 	 


 


SIGNATURE PAGE TO INDEMNIFICATION AGREEMENT


 


 


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