Exhibit 10.5


 


INDEPENDENT DIRECTOR AGREEMENT


 


THIS INDEPENDENT DIRECTOR AGREEMENT (this
“Agreement”), dated as of April 28, 2022, is by and between Magic Empire Global Limited, a company incorporated under
the laws of the British Virgin Islands (the “Company”), and Chi Wai Siu, an individual (the “Director”) and shall
become effective on the closing date of the Company’s initial public offering (the “Effective Date”).


 


RECITALS


 


WHEREAS, the Company
desires to appoint the Director to serve on the Company’s board of directors (the “Board”) and the Director desires
to accept such appointment to serve on the Board; and


 


WHEREAS, the Director may be appointed to serve as
a member or chair of one or more committees of the Board.


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the foregoing and the Director’s services to the Company as a member of the Board, as a member of such committees
of the Board to which the Director may be appointed from time to time and as chair of one or more committees to which the Director may
be appointed in such capacity from time to time, and intending to be legally bound hereby, the Company and the Director hereby agree as
follows:


 


1. Term.
The Company hereby appoints the Director, and the Director hereby accepts such appointment by the Company, for the purposes and upon
the terms and conditions contained in this Agreement. The term of such appointment shall commence on the Effective Date and shall continue
until the Director’s successor is duly elected or appointed and qualified or until the Director’s earlier death, disqualification,
resignation or removal from office, pursuant to the terms of this Agreement, the Company’s then current Memorandum and Articles
of Association, as may be amended from time to time, or any applicable laws, rules, or regulations (the “Expiration Date”).
In the event that the Director’s successor has not been duly elected or appointed as of the Expiration Date, the Director agrees
to continue to serve hereunder until such successor has been duly elected or appointed and qualified.


 


2. Compensation.
Upon the Effective Date and during the term of this Agreement, the Director shall receive a monthly remuneration of HK$10,000 which shall
accrue on a day to day basis payable in arrears on the last day of each calendar month provided that if the Appointment is terminated
prior to the end of a calendar month, the Director shall only be entitled to a proportionate part of such salary in respect of the period
of service during the relevant month up to the date of termination (the “Compensation”). The Compensation may be reviewed
during the term of this Agreement by the Compensation Committee pursuant to its terms of reference after the Effective Date. Any
adjustment of the Compensation shall be recommended by the Compensation Committee (when applicable) and approved by the Board duly convened
pursuant to the then current Memorandum and Articles of Association of the Company.


 


3. Independence.
The Director acknowledges that appointment to the Board is contingent upon the Board’s determination that the Director is “independent”
with respect to the Company, as such term is defined by Rule 5605 of the Nasdaq Stock Market’s Listing Rules, and any other applicable
rules, and that the Director may be removed from the Board in the event that the Director does not maintain such independence. The Director
acknowledges and agrees that the acceptance, directly or indirectly, of any consulting, advisory, or other compensatory fee, other than
for Board service, from the Company or any subsidiary thereof will impair the Director’s independence, and the Director agrees not
to accept any such fees.


 




    1


     


    

 


4. Duties.
The Director shall exercise all powers in good faith and in the best interests of the Company, including but not limited to,
attending all required meetings of the Board or applicable committees thereof, executive sessions of the independent directors, reviewing
filing reports and other corporate documents as requested by the Company, providing comments and opinions as to business matters as requested
by the Company.


 


(a) Conflicts
of Interest/Applicable Law. In the event that the Director has a direct or indirect financial or personal interest in a contract
or transaction to which the Company is a party, or the Director is contemplating entering into a transaction that involves use of corporate
assets or competition against the Company, the Director shall promptly disclose such potential conflict to the applicable Board committee
or the Board and proceed as directed by such committee or the Board, as applicable. The Director acknowledges the duty of loyalty and
the duty of care owed to the Company pursuant to applicable law and agrees to act in all cases in accordance with applicable law.


 


(b) Corporate
Opportunities. Whenever the Director becomes aware of a business opportunity related to the Company’s business, which
one could reasonably expect the Director to make available to the Company, the Director shall promptly disclose such opportunity to the
applicable Board committee or the Board and proceed as directed by such committee or the Board, as applicable.


 


(c) Confidentiality.
The Director agrees and acknowledges that, by reason of the nature of the Director’s duties on the Board, the Director will have
or may have access to and become informed of proprietary, confidential and secret information which is a competitive asset of the Company
(“Confidential Information”), including, without limitation, any lists of customers or suppliers, distributors, financial
statistics, research data or any other statistics and plans or operation plans or other trade secrets of the Company and any of the foregoing
which belong to any person or company but to which the Director has had access by reason of the Director’s relationship with the
Company. The term “Confidential Information” shall not include information which: (i) is or becomes generally available to
the public other than as a result of a disclosure by the Director or the Director’s representatives; or (ii) is required to be disclosed
by the Director due to governmental regulatory or judicial process. The Director agrees faithfully to keep in strict confidence, and not,
either directly or indirectly, to make known, divulge, reveal, furnish, make available or use (except for use in the regular course of
employment duties) any such Confidential Information. The Director acknowledges that all manuals, instruction books, price lists, information
and records and other information and aids relating to the Company’s business, and any and all other documents containing Confidential
Information furnished to the Director by the Company or otherwise acquired or developed by the Director, shall at all times be the property
of the Company. Upon termination of the Director’s services hereunder, the Director shall return to the Company any such property
or documents which are in the Director’s possession, custody or control, but this obligation of confidentiality shall survive such
termination until and unless any such Confidential Information shall have become, through no fault of the Director, generally known to
the public. The obligations of the Director under this subsection are in addition to, and not in limitation or preemption of, all other
obligations of confidentiality which the Director may have to the Company under general legal or equitable principles.


 


(d) Code
of Business Conduct and Ethics. The Director agrees to abide by and follow all such procedures set forth in the Company’s code
of business conduct and ethics, as may be in existence now or at any time during the term of this Agreement, and any other policy, code
or document governing the conduct of directors of the Company as may be in existence now or at any time during the term of this Agreement.


 


5. Expenses.
Upon submission of adequate documentation by the Director to the Company, the Director shall be reimbursed for all reasonable expenses
incurred in connection with the Director’s positions as a member of the Board and for services as a member of each committee of
the Board to which the Director may be appointed.


 




    2


     


    

 


6. Indemnity.
The Company and the Director agree that indemnification with respect to the Director’s service on the Board shall be governed by
that certain Indemnification Agreement attached as Exhibit A hereto (“Indemnification Agreement”).


 


7. Withholding.
The Director agrees to cooperate with the Company to take all steps necessary or appropriate for the withholding of taxes by the Company
required under law or regulation in connection herewith, and the Company may act unilaterally in order to comply with such laws.


 


8. Binding
Effect. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns.


 


9. Recitals.
The recitals to this Agreement are true and correct and are incorporated herein, in their entirety, by this reference.


 


10. Validity.
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.


 


11. Headings
and Captions. The titles and captions of paragraphs and subparagraphs contained in this Agreement are provided for convenience
of reference only, and shall not be considered terms or conditions of this Agreement.


 


12. Neutral
Construction. Neither party hereto may rely on any drafts of this Agreement in any interpretation of the Agreement. Both parties
to this Agreement have reviewed this Agreement and have participated in its drafting and, accordingly, neither party shall attempt to
invoke the normal rule of construction to the effect that ambiguities are to be resolved against the drafting party in any interpretation
of this Agreement.


 


13. Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which together
will constitute one and the same instrument.


 


14. Miscellaneous.
This Agreement shall be construed under the laws of the State of New York, without application to the principles of conflicts of laws.
This Agreement and the Indemnification Agreement constitute the entire understanding between the parties with respect to the Director’s
service on the Board and there are no prior or contemporaneous written or oral agreements, understandings, or representations, express
or implied, directly or indirectly related to this Agreement that are not set forth or referenced herein. This Agreement supersedes all
negotiations, preliminary agreements, and all prior and contemporaneous discussions and understandings of the parties hereto and/or their
affiliates with respect to the Director’s service on the Board. The Director acknowledges that he has not relied on any prior or
contemporaneous discussions or understanding in entering into this Agreement. The terms and provisions of this Agreement may be altered,
amended or discharged only by the signed written agreement of the parties hereto.


 


[Remainder of Page Intentionally Left Blank]


 




    3


     


    

 


IN WITNESS WHEREOF, the parties hereto have executed this Independent
Director Agreement as of the day and year first above written.


 


	 	MAGIC EMPIRE GLOBAL LIMITED
	 	 	 
	 	By:	/s/ Sze Hon, Johnson Chen
	 	Name: 	Sze Hon, Johnson Chen
	 	Title:	Director
	 	 	 
	 	DIRECTOR
	 	 	 
	 	/s/ Chi Wai Siu
	 	Chi Wai Siu



 








     


     


    

 


EXHIBIT A 


 


INDEMNIFICATION AGREEMENT


 


(Attached)


 






     


     


    

 





 


INDEMNIFICATION AGREEMENT


 


THIS INDEMNIFICATION AGREEMENT
(this “Agreement”), dated as of April 28, 2022, is by and between Magic Empire Global Limited, a company incorporated
under the laws of the British Virgin Islands (the “Company”) and Chi Wai Siu (the “Indemnitee”) and shall become
effective on the closing date of the Company’s initial public offering (the “Effective Date”).


 


RECITALS


 


WHEREAS, Indemnitee
is a director or officer of the Company and in such capacity renders 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 officers of public companies;


 


WHEREAS, the board
of directors of the Company (the “Board”) has determined that enhancing the ability of the Company to retain and attract as
directors and officers the most capable persons is in the best interests of the Company and that the Company therefore should seek to
assure such persons that indemnification is available; and


 


WHEREAS, in recognition
of the need to provide Indemnitee with substantial protection against personal liability, in order to procure Indemnitee’s continued
service as a director or officer of the Company and to enhance Indemnitee’s ability to serve the Company in an effective manner,
and in order to provide such protection pursuant to express contract rights (intended to be enforceable irrespective of, among other things,
any amendment to the Company’s Certificate of Incorporation or Memorandum and Articles of Association (collectively, the “Constituent
Documents”), any change in the composition of the Board or any change in control or business combination transaction relating to
the Company), the Company wishes to provide in this Agreement for the indemnification of, and the advancement of Expenses (as defined
in Section 1 below) to, Indemnitee as set forth in this Agreement.


 


NOW, THEREFORE, in
consideration of the foregoing and the Indemnitee’s agreement to continue to provide services to the Company, the parties agree
as follows:


 


AGREEMENT 


 


1. Definitions. For purposes of this Agreement,
the following terms shall have the following meanings:


 


(a) “Beneficial
Owner” has the meaning given to the term “beneficial owner” in Rule 13d-3 under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”).


 


(b) “Change
in Control” means the occurrence after the Effective Date of any of the following events:


 


(i) any
Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 51% or more of the Company’s
then outstanding Voting Securities;


 


(ii) the
consummation of a reorganization, merger or consolidation, unless immediately following such reorganization, merger or consolidation,
all of the Beneficial Owners of the Voting Securities of the Company immediately prior to such transaction beneficially own, directly
or indirectly, more than 51% of the combined voting power of the outstanding Voting Securities of the entity resulting from such transaction;


  




    A-1


     


    

 


(iii) during any
period of two consecutive years, not including any period prior to the execution of this Agreement, individuals who at the beginning
of such period constituted the Board (including for this purpose any new directors whose election by the Board or nomination for election
by the Company’s stockholders 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) cease for any reason
to constitute at least a majority of the Board; or


 


(iv) the
stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company’s assets.


 


(c) “Claim” means:


 


(i) any
threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative,
arbitrative, investigative or other, and whether made pursuant to federal, state or other law; or


 


(ii) any
inquiry, hearing or investigation that the Indemnitee determines might lead to the institution of any such action, suit, proceeding or
alternative dispute resolution mechanism.


 


(d) “Disinterested
Director” means a director of the Company who is not and was not a party to the Claim in respect of which indemnification is
sought by Indemnitee.


 


(e) “Expenses”
means any and all expenses, including attorneys’ and experts’ fees, court costs, transcript costs, travel expenses, duplicating,
printing and binding costs, telephone charges, and all other costs and expenses incurred in connection with investigating, defending,
being a witness in or participating in (including on appeal), or preparing to defend, be a witness or participate in, any Claim. Expenses
also shall include (i) Expenses incurred in connection with any appeal resulting from any Claim, including without limitation the premium,
security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent, and (ii) for purposes
of Section 4 only, Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s
rights under this Agreement, by litigation or otherwise. Expenses, however, shall not include amounts paid in settlement by Indemnitee
or the amount of judgments or fines against Indemnitee.


 


(f) “Expense Advance”
means any payment of Expenses advanced to Indemnitee by the Company pursuant to Section 3 or Section 4 hereof.


 


(g) “Indemnifiable
Event” means any event or occurrence, whether occurring before, on or after the Effective Date, related to the fact that Indemnitee
is or was a director, officer, employee or agent 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, member, manager, trustee or agent of any other corporation, limited liability company,
partnership, joint venture, trust or other entity or enterprise (collectively with the Company, “Enterprise”) or by
reason of an action or inaction by Indemnitee in any such capacity (whether or not serving in such capacity at the time any Loss is incurred
for which indemnification can be provided under this Agreement).


  




    A-2


     


    

 


(h) “Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently
performs, nor in the past five years has performed, services for either: (i) the Company or Indemnitee (other than in connection with
matters concerning Indemnitee under this Agreement or of other indemnitees under similar agreements) or (ii) any other party to the Claim
giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall
not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest
in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.


 


(i) “Losses”
means any and all Expenses, damages, losses, liabilities, judgments, fines, penalties (whether civil, criminal or other), ERISA excise
taxes, amounts paid or payable in settlement, including any interest, assessments, any federal, state, local or foreign taxes imposed
as a result of the actual or deemed receipt of any payments under this Agreement and all other charges paid or payable in connection with
investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness or participate
in, any Claim.


 


(j) “Person”
means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization,
governmental entity or other entity and includes the meaning set forth in Sections 13(d) and 14(d) of the Exchange Act.


 


(k) “Standard
of Conduct Determination” shall have the meaning ascribed to it in Section 8(b) below.


 


(l) “Voting
Securities” means any securities of the Company that vote generally in the election of directors.


 


2. Indemnification.
Subject to Section 8 and Section 9 of this Agreement, the Company shall indemnify Indemnitee, to the fullest extent permitted
by the laws of the State of New York in effect on the Effective Date, or as such laws may from time to time hereafter be amended to increase
the scope of such permitted indemnification, against any and all Losses if Indemnitee was or is or becomes a party to or participant in,
or is threatened to be made a party to or participant in, any Claim by reason of or arising in part out of an Indemnifiable Event, including,
without limitation, Claims brought by or in the right of the Company, Claims brought by third parties, and Claims in which the Indemnitee
is solely a witness.


 


3. Advancement
of Expenses. Indemnitee shall have the right to advancement by the Company, prior to the final disposition of any Claim by final adjudication
to which there are no further rights of appeal, of any and all Expenses actually and reasonably paid or incurred by Indemnitee in connection
with any Claim arising out of an Indemnifiable Event at the written request of Indemnitee. Indemnitee shall set forth in such request
reasonable evidence that such Expenses have been paid or incurred by Indemnitee. Indemnitee’s right to such advancement is not subject
to the satisfaction of any standard of conduct. Without limiting the generality or effect of the foregoing, within thirty days after any
request by Indemnitee, the Company shall, in accordance with such request, (a) pay such Expenses on behalf of Indemnitee, (b) advance
to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses. In connection with any
request for Expense Advances, Indemnitee shall not be required to provide any documentation or information to the extent that the provision
thereof would undermine or otherwise jeopardize attorney-client privilege. The Company’s obligation to pay Expense Advances to Indemnitee
is contingent upon Indemnitee’s execution and delivery to the Company of an undertaking to repay any amounts paid, advanced, or
reimbursed by the Company for such Expenses to the extent that it is ultimately determined, following the final disposition of such Claim,
that Indemnitee is not entitled to indemnification hereunder. Indemnitee’s obligation to reimburse the Company for Expense Advances
shall be unsecured and no interest shall be charged thereon.


  




    A-3


     


    

 


4. Indemnification
for Expenses in Enforcing Rights. To the fullest extent allowable under applicable law, the Company shall also indemnify Indemnitee
against, and, if requested by Indemnitee, shall advance to Indemnitee subject to and in accordance with Section 3, any Expenses
actually and reasonably paid or incurred by Indemnitee in connection with any action or proceeding by Indemnitee for (a) indemnification
or reimbursement or advance payment of Expenses by the Company under any provision of this Agreement, or under any other agreement or
provision of the Constituent Documents now or hereafter in effect relating to Claims relating to Indemnifiable Events, and/or (b) recovery
under any directors’ and officers’ liability insurance policies maintained by the Company. However, in the event that Indemnitee
is ultimately determined not to be entitled to such indemnification or insurance recovery, as the case may be, then all amounts advanced
under this Section 4 shall be repaid.


 


5. Partial Indemnity.
If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion of any Losses in respect
of a Claim related to an Indemnifiable Event but not for the total amount thereof, the Company shall nevertheless indemnify Indemnitee
for the portion thereof to which Indemnitee is entitled.


 


6. Notification and Defense of Claims.


 


(a) Notification
of Claims. Indemnitee shall notify the Company in writing as soon as practicable of any Claim which could relate to an Indemnifiable
Event or for which Indemnitee could seek Expense Advances, including a brief description (based upon information then available to Indemnitee)
of the nature of, and the facts underlying, such Claim. The failure by Indemnitee to timely notify the Company hereunder shall not relieve
the Company from any liability hereunder unless the Company’s ability to participate in the defense of such claim was materially
and adversely affected by such failure. If at the time of the receipt of such notice, the Company has directors’ and officers’
liability insurance in effect under which coverage for Claims related to Indemnifiable Events is potentially available, the Company shall
give prompt written notice to the applicable insurers in accordance with the procedures set forth in the applicable policies. The Company
shall provide to Indemnitee a copy of such notice delivered to the applicable insurers, and copies of all subsequent correspondence between
the Company and such insurers regarding the Claim, in each case substantially concurrently with the delivery or receipt thereof by the
Company.


 


(b) Defense
of Claims. The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event at its own
expense and, except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably
satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Claim, the Company
shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection
with Indemnitee’s defense of such Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee
shall have the right to employ its own legal counsel in such Claim, but all Expenses related to such counsel incurred after notice from
the Company of its assumption of the defense shall be at Indemnitee’s own expense; provided, however, that if (i) Indemnitee’s
employment of its own legal counsel has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a
conflict of interest between Indemnitee and the Company in the defense of such Claim, (iii) after a Change in Control, Indemnitee’s
employment of its own counsel has been approved by the Independent Counsel or (iv) the Company shall not in fact have employed counsel
to assume the defense of such Claim, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm)
and all Expenses related to such separate counsel shall be borne by the Company.


 


7. Procedure upon
Application for Indemnification. In order to obtain indemnification pursuant to this Agreement, Indemnitee shall submit to the Company
a written request therefor, including in such request such documentation and information as is reasonably available to Indemnitee and
is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition
of the Claim. Indemnification shall be made insofar as the Company determines Indemnitee is entitled to indemnification in accordance
with Section 8 below.





 




    A-4


     


    

 


8. Determination
of Right to Indemnification.


 


(a) Mandatory Indemnification; Indemnification
as a Witness.


 


(i) To
the extent that Indemnitee shall have been successful on the merits or otherwise in defense of any Claim relating to an Indemnifiable
Event or any portion thereof or in defense of any issue or matter therein, including without limitation dismissal without prejudice, Indemnitee
shall be indemnified against all Losses relating to such Claim in accordance with Section 2 to the fullest extent allowable by
law, and no Standard of Conduct Determination (as defined in Section 8(b)) shall be required.


 


(ii) To
the extent that Indemnitee’s involvement in a Claim relating to an Indemnifiable Event is to prepare to serve and serve as a witness,
and not as a party, the Indemnitee shall be indemnified against all Losses incurred in connection therewith to the fullest extent allowable
by law and no Standard of Conduct Determination (as defined in Section 8(b)) shall be required.


 


(b) Standard of Conduct.
To the extent that the provisions of Section 8(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have
been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under New York law
that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and any determination
that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be made as follows:


 


(i) if
no Change in Control has occurred, (A) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (B)
by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum
or (C) if there are no such Disinterested Directors, by Independent Counsel in a written opinion addressed to the Board, a copy of which
shall be delivered to Indemnitee; and


 


(ii) if
a Change in Control shall have occurred, (A) if the Indemnitee so requests in writing, by a majority vote of the Disinterested Directors,
even if less than a quorum of the Board or (B) otherwise, by Independent Counsel in a written opinion addressed to the Board, a copy of
which shall be delivered to Indemnitee.


 


(c) Making the Standard
of Conduct Determination. The Company shall use its reasonable best efforts to cause any Standard of Conduct Determination required
under Section 8(b) to be made as promptly as practicable. If the person or persons designated to make the Standard of Conduct Determination
under Section 8(b) shall not have made a determination within thirty days after the later of (A) receipt by the Company of a written
request from Indemnitee for indemnification pursuant to Section 7 (the date of such receipt being the “Notification Date”)
and (B) the selection of an Independent Counsel, if such determination is to be made by Independent Counsel, then Indemnitee shall be
deemed to have satisfied the applicable standard of conduct; provided that such 30-day period may be extended for a reasonable time, if
the person or persons making such determination in good faith requires such additional time to obtain or evaluate information relating
thereto. Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification
under this Agreement shall be required to be made prior to the final disposition of any Claim.





 




    A-5


     


    

 


(d) Payment of Indemnification. If, in regard to any Losses:


 


(i) Indemnitee
shall be entitled to indemnification pursuant to Section 8(a);


 


(ii) no
Standard Conduct Determination is legally required as a condition to indemnification of Indemnitee hereunder; or


 


(iii) Indemnitee
has been determined or deemed pursuant to Section 8(b) or Section 8(c) to have satisfied the Standard of Conduct Determination,


 


then the Company shall
pay to Indemnitee, within thirty days after the later of (A) the Notification Date or (B) the earliest date on which the applicable criterion
specified in clause (i), (ii) or (iii) is satisfied, an amount equal to such Losses.


 


(e) Selection of Independent
Counsel for Standard of Conduct Determination. If a Standard of Conduct Determination is to be made by Independent Counsel pursuant
to Section 8(b)(i), the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee
advising of the identity of the Independent Counsel so selected. If a Standard of Conduct Determination is to be made by Independent Counsel
pursuant to Section 8(b)(ii), the Independent Counsel shall be selected by Indemnitee, and Indemnitee shall give written notice
to the Company advising it of the identity of the Independent Counsel so selected. In either case, Indemnitee or the Company, as applicable,
may, within five days after receiving written notice of selection from the other, deliver to the other a written objection to such selection;
provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not satisfy the
criteria set forth in the definition of “Independent Counsel” in Section 1, and the objection shall set forth with
particularity the factual basis of such assertion. Absent a proper and timely objection, the person or firm so selected shall act as Independent
Counsel. If such written objection is properly and timely made and substantiated, (i) the Independent Counsel so selected may not serve
as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit; and
(ii) the non-objecting party may, at its option, select an alternative Independent Counsel and give written notice to the other party
advising such other party of the identity of the alternative Independent Counsel so selected, in which case the provisions of the two
immediately preceding sentences, the introductory clause of this sentence and numbered clause (i) of this sentence shall apply to such
subsequent selection and notice. If applicable, the provisions of clause (ii) of the immediately preceding sentence shall apply to successive
alternative selections. If no Independent Counsel that is permitted under the foregoing provisions of this Section 8(e) to make
the Standard of Conduct Determination shall have been selected within twenty days after the Company gives its initial notice pursuant
to the first sentence of this Section 8(e) or Indemnitee gives its initial notice pursuant to the second sentence of this Section
8(e), as the case may be, either the Company or Indemnitee may petition a court of competent jurisdiction to resolve any objection
which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or to appoint as Independent
Counsel a person to be selected by such court or such other person as the court shall designate, and the person or firm with respect to
whom all objections are so resolved or the person or firm so appointed will act as Independent Counsel. In all events, the Company shall
pay all of the reasonable fees and expenses of the Independent Counsel incurred in connection with the Independent Counsel’s determination
pursuant to Section 8(b).


 







    A-6


     


    

 


(f) Presumptions and Defenses.


 


(i) Indemnitee’s
Entitlement to Indemnification. In making any Standard of Conduct Determination, the person or persons making such determination shall
presume that Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification, and the Company shall have
the burden of proof to overcome that presumption and establish that Indemnitee is not so entitled. Any Standard of Conduct Determination
that is adverse to Indemnitee may be challenged by the Indemnitee in a court of competent jurisdiction. No determination by the Company
(including by its directors or any Independent Counsel) that Indemnitee has not satisfied any applicable standard of conduct may be used
as a defense to any legal proceedings brought by Indemnitee to secure indemnification or reimbursement or advance payment of Expenses
by the Company hereunder or create a presumption that Indemnitee has not met any applicable standard of conduct.


 


(ii) Reliance
as a Safe Harbor. For purposes of this Agreement, and without creating any presumption as to a lack of good faith if the following
circumstances do not exist, Indemnitee shall be deemed to have acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the Company if Indemnitee’s actions or omissions to act are taken in good faith reliance
upon the records of the Company, including its financial statements, or upon information, opinions, reports or statements furnished to
Indemnitee by the officers or employees of the Company or any of its subsidiaries in the course of their duties, or by committees of the
Board or by any other Person (including legal counsel, accountants and financial advisors) as to matters Indemnitee reasonably believes
are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf
of the Company. In addition, the knowledge and/or actions, or failures to act, of any director, officer, agent or employee of the Company
shall not be imputed to Indemnitee for purposes of determining the right to indemnity hereunder.


 


(iii) No
Other Presumptions. 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, will not create a presumption that Indemnitee did
not meet any applicable standard of conduct or have any particular belief, or that indemnification hereunder is otherwise not permitted.


 


(iv) Defense
to Indemnification and Burden of Proof. It shall be a defense to any action brought by Indemnitee against the Company to enforce this
Agreement (other than an action brought to enforce a claim for Losses incurred in defending against a Claim related to an Indemnifiable
Event in advance of its final disposition) that it is not permissible under applicable law for the Company to indemnify Indemnitee for
the amount claimed. In connection with any such action or any related Standard of Conduct Determination, the burden of proving such a
defense or that the Indemnitee did not satisfy the applicable standard of conduct shall be on the Company.





 




    A-7


     


    

 


(v) Resolution
of Claims. The Company acknowledges that a settlement or other disposition short of final judgment may be successful on the merits
or otherwise for purposes of Section 8(a)(i) if it permits a party to avoid expense, delay, distraction, disruption and uncertainty.
In the event that any Claim relating to an Indemnifiable Event to which Indemnitee is a party is resolved in any manner other than by
adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with our without payment
of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise for purposes of Section
8(a)(i). The Company shall have the burden of proof to overcome this presumption.


 


9. Exclusions from
Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to:


 


(a) indemnify or
advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by Indemnitee, including any proceedings against
the Company or its directors, officers, employees or other indemnitees and not by way of defense, except:


 


(i) proceedings
referenced in Section 4 above (unless a court of competent jurisdiction determines that each of the material assertions made by
Indemnitee in such proceeding was not made in good faith or was frivolous); or


 


(ii) where
the Company has joined in or the Board has consented to the initiation of such proceedings;


 


(b) indemnify Indemnitee
if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law;


 


(c) indemnify Indemnitee
for the disgorgement of profits arising from the purchase or sale by Indemnitee of securities of the Company in violation of Section 16(b)
of the Exchange Act, or any similar successor statute; or


 


(d) indemnify or
advance funds to Indemnitee for Indemnitee’s reimbursement to the Company of any bonus or other incentive-based or equity-based
compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of the Company,
as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the Sarbanes-Oxley Act of 2002
in connection with an accounting restatement of the Company or the payment to the Company of profits arising from the purchase or sale
by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act).


 


10. Settlement
of Claims. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened
or pending Claim related to an Indemnifiable Event effected without the Company’s prior written consent, which shall not be unreasonably
withheld. The Company shall not settle any Claim related to an Indemnifiable Event in any manner that would impose any Losses on the
Indemnitee without the Indemnitee’s prior written consent.


 


11. Duration.
All agreements and obligations of the Company contained herein shall continue during the period that Indemnitee is a director or officer
of the Company (or is serving at the request of the Company as a director, officer, employee, member, trustee or agent of another Enterprise)
and shall continue thereafter (i) so long as Indemnitee may be subject to any possible Claim relating to an Indemnifiable Event (including
any rights of appeal thereto) and (ii) throughout the pendency of any proceeding (including any rights of appeal thereto) commenced by
Indemnitee to enforce or interpret his or her rights under this Agreement, even if, in either case, he or she may have ceased to serve
in such capacity at the time of any such Claim or proceeding.


 




    A-8


     


    

 


12. Non-Exclusivity.
The rights of Indemnitee hereunder will be in addition to any other rights Indemnitee may have under the Constituent Documents, the New
York Business Corporation Law, any other contract or otherwise (collectively, “Other Indemnity Provisions”);
provided, however, that (a) to the extent that Indemnitee otherwise would have any greater right to indemnification under any Other Indemnity
Provision, Indemnitee will be deemed to have such greater right hereunder and (b) to the extent that any change is made to any Other Indemnity
Provision which permits any greater right to indemnification than that provided under this Agreement as of the Effective Date, Indemnitee
will be deemed to have such greater right hereunder.


 


13. Liability
Insurance. The Company shall from time to time make the good faith determination whether or not it is practicable for the Company
to obtain and maintain a policy or policies of insurance providing the officers and directors of the Company with coverage for losses
incurred in connection with their services to the Company or to ensure the Company’s performance of its indemnification obligations
under this Agreement. To the extent the Company maintains an insurance policy or policies providing directors’ and officers’
liability insurance, 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 of the Company’s directors or officers, as applicable. Upon reasonable request, the Company will
provide to Indemnitee copies of all directors’ and officers’ liability insurance applications, binders, policies, declarations
and endorsements.


 


14. No
Duplication of Payments. The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect of any
Losses to the extent Indemnitee has otherwise received payment under any insurance policy, the Constituent Documents, Other Indemnity
Provisions or otherwise of the amounts otherwise indemnifiable by the Company hereunder.


 


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


 


16. Amendments.
No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto.
No waiver of any of the provisions of this Agreement shall be binding unless in the form of a writing signed by the party against whom
enforcement of the waiver is sought, and no such waiver shall operate as a waiver of any other provisions hereof (whether or not similar),
nor shall such waiver constitute a continuing waiver. Except as specifically provided herein, no failure to exercise or any delay in exercising
any right or remedy hereunder shall constitute a waiver thereof.


 


17. Binding
Effect. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective
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), assigns, 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, 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.


  




    A-9


     


    

 


18. Severability.
The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any portion thereof) are
held by a court of competent jurisdiction to be invalid, illegal, void or otherwise unenforceable, and the remaining provisions shall
remain enforceable to the fullest extent permitted by law.


 


19. Notices.
All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed
to have been duly given and made if (i) delivered by hand; (ii) otherwise delivered against receipt therefor; (iii) mailed by postage
prepaid, certified or registered mail; (iv) sent by a recognized courier with next-day or second-day delivery to the last known address
of the other party; or (v) sent by e-mail with confirmation of receipt:


 


(a) if to Indemnitee,
to the email address set forth on the signature page hereto.


 


(b) if to the Company:


 


Magic Empire Global Limited


3/F, 8 Wyndham Street


Central, Hong Kong


Telephone: (852) 3577 8770


E-mail:


 


Notice of change of address
shall be effective only when given in accordance with this Section. All notices complying with this Section shall be deemed to have been
received on the date of delivery or on the third business day after mailing.


 


20. Governing Law.
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York applicable to contracts
made and to be performed in such state without giving effect to its principles of conflicts of laws.


 


21. Headings.
The headings of the sections and paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute
part of this Agreement or to affect the construction or interpretation thereof.


 


22. Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original, and all
of which together shall constitute one and the same Agreement.


 


[Signature Page Follows]





 




    A-10


     


    

 


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


 


	 	MAGIC EMPIRE GLOBAL LIMITED
	 	 	 
	 	By:	/s/ Sze Hon, Johnson Chen
	 	Name: 	Sze Hon, Johnson Chen
	 	Title:	Director
	 	 	 
	 	INDEMNITEE
	 	 
	 	/s/ Chi Wai Siu
	 	Name:	Chi Wai Siu
	 	Email:	 






 


Signature Page to Indemnification Agreement


 


 


A-11