Owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company) (iii) there occurs a merger or consolidation of the Company with any other entity, other than a (provided that, for purposes of this clause (ii), the term person shall exclude (x) the Company, (y) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (z) any corporation Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Companys then outstanding voting securities Hereof: (i) there shall have occurred an event required to be reported with respect to the Company in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item or any similar schedule or form) under theĮxchange Act, regardless of whether the Company is then subject to such reporting requirement (ii) any person or group (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) shall haveīecome, without prior approval of the Companys Board by approval of at least two-thirds of the Continuing Directors, the beneficial owner (as defined in Change of Control means any one of the following circumstances occurring after the date NOW, THEREFORE, in consideration of the premises and the covenants contained herein, theĬompany and Indemnitee do hereby covenant and agree as follows: WHEREAS, Indemnitee does not regard the protection available under the Memorandum and Articles and insuranceĪs adequate in the present circumstances, and may not be willing to serve as an officer or director of the Company without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve,Ĭontinue to serve and take on additional service for or on behalf of the Company on the condition that he be so indemnified. The Company (as may from time to time be supplemented and amended) (the Memorandum and Articles) and any resolutions adopted pursuant thereto and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of WHEREAS, this Agreement is a supplement to and in furtherance of the Seventh Amended and Restated Memorandum and Articles of Association of WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses onīehalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified. WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to theīest interests of the Companys stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future. WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such Individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. WHEREAS, the Board of Directors of the Company (the Board) has determined that, in order to attract and retain qualified They are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the corporation. WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or executive officers unless , 2021, by and between LinkDoc Technology Limited, an exempted company with limited liability under the laws of Cayman Islands (the This Indemnification Agreement (this Agreement), made and entered into as of the day of
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