Exhibit 10.2


 


FORM OF DIRECTOR AND EXECUTIVE OFFICER
INDEMNIFICATION AGREEMENT


 


THIS INDEMNIFICATION AGREEMENT
(this “Agreement”) is made as of ____________, by and between Xiao-I Corporation, an exempted company duly incorporated
and validly existing under the law of the Cayman Islands (the “Company”), and __________ (the “Indemnitee”),
a director/an executive officer of the Company.


 


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


 


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


 


NOW, THEREFORE, in consideration
of the premises and mutual agreements hereinafter set forth, and other good and valuable consideration, including, without limitation,
the service of the Indemnitee, the receipt of which hereby is acknowledged, and in order to induce the Indemnitee to serve as a director/an
executive officer of the Company, the Company and the Indemnitee hereby agree as follows:


 


 1. Definitions. As used in this Agreement:




 


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


 






     


     


    

 


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


 


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


 


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


 


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


 






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


 


2.   Services
by the Indemnitee. [For a director: The Indemnitee agrees to serve as a director 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 as a director; 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).][For an executive officer: The Indemnitee
agrees to serve as an executive officer of the Company under the terms of the Indemnitee’s agreement with the Company until such
time as the Indemnitee’s employment is terminated for any reason.]


 


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/an executive officer of the Company, or is or was serving at the request of the Company
as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect
to any employee benefit or welfare plan, which are actually and reasonably incurred by the Indemnitee in connection with the defense or
settlement of such a Proceeding, to the fullest extent permitted by applicable law.


 


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/an executive officer of the Company, or is or was serving at the request
of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed
with respect to any employee benefit or welfare plan, which are actually and reasonably incurred by the Indemnitee in connection with
such a Proceeding, to the fullest extent permitted by applicable law; provided, however, that any settlement of a Proceeding must be approved
in advance in writing by the Company (which approval shall not be unreasonably withheld).


 






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


 


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


 


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


 


8.   Indemnification
Procedure; Determination of Right to Indemnification.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


10.   Continuation
of Indemnification. All agreements and obligations of the Company contained herein shall continue during the period that the Indemnitee
is a director/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 possible Proceeding by reason of
the fact that the Indemnitee was a director/an executive officer of the Company or serving in any other capacity referred to in this Paragraph
10.


 


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


 






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12.   Successors
and Assigns.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


19.   Notices.
Any notice required to be given under this Agreement shall be directed to the Chief Financial Officer of the Company at [ADDRESS] People’s
Republic of China, and to the Indemnitee at ________________________________ or to such other address as either shall designate to the
other in writing.


 


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


 


	INDEMNITEE	 
	 	 
	 	 
	Name:  	                    	 
	 	 


 


	Xiao-I Corporation	 
	 	 
	By:	                  	 
	 	 
	Name:  	 	 
	Title:	 	 


 


 


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