AMBOW EDUCATION HOLDING LTD.
This Indemnification Agreement (this “ Agreement ”) is dated as of [ ], and is between Ambow Education Holding
Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “ Company ”), and [
] (“ Indemnitee ”).
A. The Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee.
B. The Company and Indemnitee recognize that individuals are reluctant to serve as directors or officers of corporations or
in certain other capacities unless they are provided with adequate protection through insurance or indemnification against the
risks of litigation and claims against them arising out of such service.
C. In light of the increases in corporate litigation in general, and the limited protections provided by applicable law, the
Company’s governing documents and any insurance, Indemnitee may not be willing to serve as a director or officer without
D. In order to induce Indemnitee to continue to provide services to the Company, it is reasonable, prudent and necessary
for the Company to contractually obligate itself to indemnify, and to advance expenses on behalf of, Indemnitee as permitted by
E. This Agreement is a supplement to and in furtherance of the indemnification provided in the Company’s articles of
association, and any resolutions adopted pursuant thereto, and this Agreement shall not be deemed a substitute therefor, nor
shall this Agreement be deemed to limit, diminish or abrogate any rights of Indemnitee thereunder.
The parties therefore agree as follows:
(a) A “ Change in Control ” shall be deemed to occur upon the earliest to occur after the date of this Agreement
of any of the following events:
(i) Acquisition of Stock by Third Party. Any Person (as defined below) is or becomes the Beneficial
Owner (as defined below), directly or indirectly, of securities