Form 8-K

8-K — Charlton Aria Acquisition Corp

Accession: 0001213900-26-082335

Filed: 2026-07-28

Period: 2026-07-22

CIK: 0002024459

SIC: 6770 (BLANK CHECKS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — ea0299588-8k_charlton.htm (Primary)

EX-10.1 — CFO OFFER LETTER, ENTERED INTO BY AND BETWEEN THE COMPANY AND MR. PAUL STRICKLAND ON JULY 22, 2026 (ea029958801ex10-1.htm)

EX-10.2 — FORM OF DIRECTOR OFFER LETTER (ea029958801ex10-2.htm)

EX-10.3 — FORM OF INDEMNIFICATION AGREEMENT (ea029958801ex10-3.htm)

GRAPHIC (ea029958801_ex10-1img1.jpg)

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8-K — CURRENT REPORT

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 28, 2026 (July 22, 2026)

CHARLTON ARIA ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

Cayman Islands

001-42386

N/A

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation)

Identification Number)

221

W 9th St #848

Wilmington , DE 19801

(Address of principal executive offices)

909-214-2482

(

Registrant’s telephone number, including area code)

Former name or former address, if changed since

last report.)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act.

Title of each class

Trading Symbol

Name of each exchange on which registered

Units, consisting of one Class A ordinary share, $0.0001 par value, and one Right to acquire one-eighth of one Class A ordinary share

CHARU

The Nasdaq Stock Market LLC

Class A ordinary shares, par value $0.0001 per share

CHAR

The Nasdaq Stock Market LLC

Rights, each whole right to acquire one-eighth of one Class A ordinary share

CHARR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain

Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers

Appointment of Chief Financial Officer and

Independent Directors

On July 24, 2026, the Board of Charlton Aria Acquisition

Corporation (the “Company”) approved and ratified: (i) the appointment of Mr. Paul Strickland as the Company’s

Chief Financial Officer and a director of the Company, effective July 22, 2026, (ii) the appointment of Mr. Kyoung Tak Kim as an independent

director of the Company and a member of the Board’s audit committee, effective July 22, 2026, and (iii) the appointment of Mr. Wang

Jo Cha as an independent director of the Company and a member of the Board’s compensation committee, effective July 22, 2026. Accordingly,

Mr. Jung Min Lee ceased to serve as the acting Chief Financial Officer of the Company, effective July 22, 2026.

In connection with the appointments, the Company

entered into a CFO offer letter with Mr. Strickland, a director offer letter with each of Mr. Kim and Mr. Cha, and an indemnification

agreement with each of Mr. Strickland, Mr. Kim, and Mr. Cha.

Mr. Paul Strickland has nearly three

decades of international business experience across the finance, entertainment, private equity, agriculture, mining, manufacturing, and

technology sectors. In 2017, Mr. Strickland formed Selkirk Global Holdings, a private holding company. Through Selkirk Global Holdings,

Mr. Strickland serves as an officer and sits on the board of several small publicly traded companies across a wide variety of sectors,

focusing on restructuring activities and corporate governance issues. He served as secretary and director of Supurva Healthcare Group,

Inc. from 2017 to 2024. He has served as secretary and director of Hallmark Venture Group, Inc. from 2020 to present, secretary and director

of VG Life Sciences, Inc. from 2017 to 2026, secretary and director of Jammin Java Corp from 2017 to present, secretary and director of

High Performance Beverages Co. from 2017 to 2023, secretary and director of Humble Energy, Inc. from 2020 to 2024, secretary and director

of Paradigm Oil and Gas, Inc. from 2020 to 2023, and sole director and officer of FONU2, Inc. since March 2021. From June 2020 to May

2022, Mr. Strickland served as secretary of Bayport International Holdings, Inc. Since September 2022, Mr. Strickland has served as the

sole director and officer of iTOKK, Inc. In September 2024, Mr. Strickland became the Court-appointed Receiver of Global Tech Industries

Group, Inc., a position he still currently holds. In March of 2025, Mr. Strickland became the sole director and officer of EVIO, Inc.

In October of 2025, he became a Director and Secretary of QuantGates Systems, Inc. until April 2026. Education: He received his Bachelor's

Degree in Foreign Language and International Affairs, with a minor in Asian Studies and Chinese Language, from the University of Puget

Sound in 1998. He is fluent in Mandarin Chinese.

Mr. Kyoung Tak Kim has over 18 years

of experience in public accounting, auditing, and accounting advisory services. From 2007 to 2021, he served as a Senior Manager at KPMG

LLP, where he provided U.S. GAAP and IFRS audit services, assurance services, and accounting advisory services for public and private

companies in the United States and South Korea. Since 2022, he has served as a Partner of LEK Partners LLC and Service Area Leader for

the firm's Audit and Assurance practice, where he performs financial statement audits and provides accounting advisory services to public

and private companies in the United States and South Korea. Mr. Kim is a licensed Certified Public Accountant in New York, New Jersey,

Georgia, and South Korea and is a member of the American Institute of Certified Public Accountants (AICPA) and the Korean Institute of

Certified Public Accountants (KICPA). Mr. Kim received a Bachelor of Science in Accounting from Chosun University in South Korea.

Mr. Wang Jo Cha has four decades

of experience in public finance administration, capital markets regulation, and exchange operations in South Korea. From July 2021 to

June 2025, he served as an Advisor to CNPLUS Co., Ltd., where he provided securities exchange and financial advisory services, and since

December 2025, he has served as Senior Advisor to Giant Chemical Co., Ltd. Prior to these roles, Mr. Cha served with the Ministry of Strategy

and Finance of South Korea (formerly the Ministry of Finance and Economy), where he held positions including Deputy Director of the Tax

& Policy Bureau and Director of the Human Resources and Operations Team. He subsequently led the task force responsible for the establishment

of the Korea Exchange (KRX) and later held senior executive positions at KRX and its technology affiliate, KOSCOM, including Executive

Managing Director of the KOSPI Market, Executive Managing Director of Management Support, and Executive Managing Director of KOSCOM. Following

his exchange career, he served as a Consulting Advisor at Deloitte Anjin Korea and Korea Representative of Logical Standard (N.Y.). Mr.

Cha has also served as an outside director of Woori Financial Group, Hyundai Savings Bank, and Korea Technology Finance Corporation (KIBO),

and previously served as Chief Executive Officer of Ace-biomed Co., Ltd. and Vice President of CN Plus Co., Ltd. Mr. Cha received a Bachelor

of Laws from Dong-A University.

Other than as disclosed herein, none of Mr. Strickland,

Mr. Kim, or Mr. Cha holds any position with the Company or has any family relationship with any director or executive officer of the Company,

and there are no transactions involving any of Mr. Strickland, Mr. Kim, or Mr. Cha that would be required to be disclosed pursuant to

Item 404(a) of Regulation S-K.

Copies of the CFO offer letter with Mr. Strickland,

the form of director offer letter, and the form of indemnification agreement are filed as Exhibits 10.1, 10.2, and 10.3, respectively,

to this Current Report on Form 8-K. The foregoing descriptions of the offer letters and indemnification agreements do not purport to be

complete and are subject to, and qualified in their entirety by, the full text of the applicable offer letter and indemnification agreement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

CFO Offer Letter, entered into by and between the Company and Mr. Paul Strickland on July 22, 2026

10.2

Form of Director Offer Letter

10.3

Form of Indemnification Agreement

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Charlton Aria Acquisition Corporation

/s/ Jung Min Lee

Name:

Jung Min Lee

Title:

Chief Executive Officer

Date: July 28, 2026

EX-10.1 — CFO OFFER LETTER, ENTERED INTO BY AND BETWEEN THE COMPANY AND MR. PAUL STRICKLAND ON JULY 22, 2026

EX-10.1

Filename: ea029958801ex10-1.htm · Sequence: 2

Exhibit 10.1

CHARLTON ARIA ACQUISITION CORPORATION

PO Box 309, Ugland House

Grand Cayman KY1-1104, Cayman Islands

July 22, 2026

Paul Strickland

120 State Ave Ne, Ste 1014,

Olympia, WA 98501

Dear Mr. Strickland,

Charlton Aria Acquisition Corporation, a Cayman

Islands exempted company (the “Company”), is pleased to offer you a position as Chief Financial Officer and a member of the

board of directors of the Company (the “Board”). We believe your background and experience will be a significant asset to

the Company and we look forward to your service as Chief Financial Officer. Should you choose to accept the position as Chief Financial

Officer (the “Office”), this letter agreement (the “Agreement”) shall constitute an agreement between you and

the Company and contains all the terms and conditions relating to the services you agree to provide to the Company. Capitalized terms

used but not defined herein shall have the meanings set forth in the Company’s Memorandum and Articles of Association (the “Memorandum

and Articles”).

1. Term.

Your term (the “Term”) as the Chief Financial Officer shall be effective as of the date of this Agreement (the “Effective

Date”) and shall end as of the earlier of the date: (i) either party terminates this Agreement pursuant to Section 5 hereof; (ii)

the date that the Company’s Business Combination is consummated; (iii) the date the Company is wound up; or (iv) the date that you

vacate your Office as Chief Financial Officer, or are removed or disqualified from such Office, pursuant to the Memorandum and Articles.

2. Services.

You shall render services and perform the duties as provided in the Memorandum and Articles (hereinafter your “Duties”). During

the Term of this Agreement, you shall perform the Duties as necessary for the best interest of the Company, and attend and participate

in such number of meetings of the Board as regularly or specially called. You may attend and participate at each such meeting via teleconference,

video conference or in person. You shall consult with the other members of the Board as necessary via telephone, electronic mail or other

forms of correspondence. You shall also comply with all Company policies as may exist and be in effect from time to time.

3. Compensation.

a. Cash

Compensation. As compensation for your services to the Company as the Chief Financial Officer and a member of the Board, during the

Term, you will accrue compensation as set forth on Schedule A attached hereto (hereinafter, the “Cash Compensation”) for each

month of the Term, subject to annual review and adjustment by the Board or any committee designated by the Board. Notwithstanding the

foregoing, in light of the Company’s current cash position, the Company shall not be required to pay the Cash Compensation on a

monthly or other periodic basis during the Term. Instead, payment of the Cash Compensation shall be deferred, and all Cash Compensation

accrued and unpaid through the date of consummation of the Company’s Business Combination shall become due and payable in full,

in a single lump sum, promptly (and in any event within ten (10) business days) following such consummation. No interest shall accrue

on, and you shall not be entitled to any interest in respect of, any Cash Compensation that has accrued and remains unpaid during the

period such payment is deferred pursuant to this Section 3(a). The Cash Compensation shall be paid by the Post-Combination Company.

b. Business

Expense. You shall be reimbursed for reasonable and approved expenses incurred by you in connection with the performance of your Duties

during the Term, in accordance with the Company’s expense reimbursement and related party policies.

c. No

Additional Compensation or Benefits. Absent a written agreement signed by the Company, you shall not be entitled to any remuneration

of any kind, including without limitation, in cash or in any securities of the Company, other than that expressly set forth in this Agreement,

for any work or services that you perform for, or information you provide to the Company during the Term. You acknowledge that you have

not been promised, and are not entitled to, a position as an employee, contractor, or director, with the entity that results from any

Business Combination into which the Company enters.

4. No

Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you without

the prior written consent of the Company.

5. Termination

and Resignation.

a. Disability.

This Agreement shall terminate if you have a disability, including any physical or mental impairment which, as reasonably determined by

the Board, renders you unable to perform the essential functions of your positions at the Company, even with reasonable accommodation

that does not impose an undue burden on the Company, for more than 30 days in any 12-month period, unless a longer period is required

by applicable law, in which case that longer period shall apply.

b. Good

Reason. You may terminate this Agreement hereunder for “Good Reason” upon the occurrence, without the written consent

of the Company, of an event constituting a material breach of this Agreement by the Company that has not been fully cured within ten (10)

business days after written notice thereof has been given by you to the Company setting forth in sufficient detail the conduct or activities

you believe constitute grounds for Good Reason, including but not limited to:

i. the failure by the Company

to pay you any portion of the Cash Compensation, within five (5) business days of the date such compensation is due; or

ii. any material breach by

the Company of this Agreement.

c. Notice

of Termination. Termination under this Section of the Agreement shall be communicated by written notice of termination (“Notice

of Termination”) from the terminating party to the other party. The notice of termination shall indicate the specific provision(s)

of the Agreement relied upon in effecting the termination.

d. Compensation

upon Termination.

i. Death.

If this Agreement is terminated by reason of death, the Company shall have no further obligations under this Agreement.

ii. By

Company without Cause or by You for Good Reason. If this Agreement is terminated by the Company other than for Cause (as defined below)

or by you for Good Reason, the Company shall (x) continue to pay and otherwise provide to you, during any notice period, the Cash Compensation;

and (y) pay to you any additional amount as may be agreed between the Company and you.

iii. By

Company for Cause or by You other than for Good Reason. If this Agreement is terminated by the Company for Cause or by you other than

for Good Reason, the Company shall pay you the Cash Compensation at the rate in effect at the time Notice of Termination is given through

the Date of Termination, and the Company shall have no additional obligations to you under this Agreement.

e. For

the avoidance of doubt, the following conditions each shall constitute “Cause”:

i. Commission

of any act of fraud or gross negligence by you during the Term that, in the case of gross negligence, has a material adverse effect on

the business or financial condition of the Company and/or its subsidiaries and affiliated entities;

ii. Willful

material misrepresentation at any time by you to the Board;

iii. The

willful failure or refusal to comply with any of your material obligations hereunder or to comply with a reasonable and lawful instruction

of the Board, which failure to comply with such instruction continues for a period of ten (10) days after your receipt of written notice

from the Board identifying in reasonable detail the objectionable action or inaction; or

iv. Engagement

by you in any misconduct or the commission by you of any act that is materially injurious or detrimental to the substantial interest of

the Company and/or its subsidiaries and affiliated entities, as determined by the Board.

6. Governing

Law. All questions with respect to the construction and/or enforcement of this Agreement, and the rights and obligations of the parties

hereunder, shall be determined in accordance with the law of the Cayman Islands.

7. Dispute

Resolution. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration

administered by the American Arbitration Association in accordance with its arbitration rules, and judgment on the award rendered by the

arbitrator(s) may be entered in any court having jurisdiction thereof.

8. Entire

Agreement; Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to the subject matter hereof

and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term of this Agreement

may be amended and observance of any term of this Agreement may be waived only with the written consent of the parties hereto. Waiver

of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or failure of the

same term or condition or waiver of any other term or condition of this Agreement. The failure of any party at any time to require performance

by any other party of any provision of this Agreement shall not affect the right of any such party to require future performance of such

provision or any other provision of this Agreement. This Agreement may be executed in separate counterparts each of which will be an original

and all of which taken together will constitute one and the same agreement, and may be executed using facsimiles of signatures, and a

facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such signature.

9. Indemnification.

The indemnifications of your services as the Chief Financial Officer and/or as a member of the Board during the Term under this Agreement

shall be set forth in a separate agreement to be agreed upon by the parties.

10. Acknowledgement.

You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept as binding, conclusive, and final

all decisions or interpretations of the Board of the Company of any questions arising under this Agreement.

[remainder of page intentionally left blank; signature

page follows]

The Agreement has been executed and delivered

by the undersigned and is made effective as of the date first set forth above.

Sincerely,

CHARLTON ARIA ACQUISITION CORPORATION

By:

/s/ Jung Min Lee

Name:

Jung Min Lee

Title:

CEO and Chairman

AGREED AND ACCEPTED as of the date

first set forth above:

By:

/s/ Paul Strickland

Name:

Paul Strickland

Schedule A

Cash Compensation

During your Term as Chief Financial Officer and

a member of the Board of Directors of the Company, you will accrue annual cash compensation in the amount of USD$5,000, accruing on a

monthly basis. Payment of such accrued amounts shall be deferred and made in a single lump sum upon consummation of the Company’s

Business Combination, as set forth in Section 3(a) of the Agreement, without any interest accruing thereon.

EX-10.2 — FORM OF DIRECTOR OFFER LETTER

EX-10.2

Filename: ea029958801ex10-2.htm · Sequence: 3

Exhibit 10.2

Charlton Aria Acquisition

Corporation

Board of Director Officer

Letter

July 22, 2026

Dear [ ],

behalf of Charlton Aria Acquisition Corporation, a Cayman Islands exempted company (the “Company”), I am pleased to

invite you to join the Company’s Board of Directors (the “Board”), effective as of the date hereof (the “Effective

Date”). You will serve as a director from the Effective Date until the date upon which you are not re-elected or your earlier

removal or resignation.

consideration of your service on the Board and subject to approval by the Board, you will receive the compensation set forth in Schedule

I attached hereto.

The

Company will reimburse you for all reasonable travel expenses that you incur in connection with your attendance at meetings of the Board,

in accordance with the Company’s expense reimbursement policy as in effect from time to time. In addition, you will receive indemnification

as a director of the Company to the maximum extent extended to directors of the Company generally, as set forth in the Company’s

memorandum and articles of association, an indemnification agreement between the Company and you (which will be provided to you upon the

Effective Date), and any director and officer insurance the Company may have and maintain from time to time.

accepting this offer, you are representing to us that (i) you do not know of any conflict which would restrict your service on the

Board and (ii) you will not provide the Company with any documents, records, or other confidential information belonging to other

parties.

This

letter sets forth the entire compensation you will receive for your service on the Board. Nothing in this letter should be construed as

an offer of employment. If the foregoing terms are agreeable, please indicate your acceptance by signing the letter in the space provided

below and returning this letter to the Company.

Sincerely,

Charlton Aria Acquisition Corporation

By:

Name:

Jung Min Lee

Title:

Chief Executive Officer

Accepted and Agreed

Signature:

Name:

[ ]

Schedule I

1. You will not receive any cash compensation for your service on the Board. Subject to approval by the Board,

you may be granted stock-based compensation, the terms of which (including amount, form, and vesting) will be determined by mutual agreement

between you and the Company at a later date.

EX-10.3 — FORM OF INDEMNIFICATION AGREEMENT

EX-10.3

Filename: ea029958801ex10-3.htm · Sequence: 4

Exhibit 10.3

Execution Version

INDEMNIFICATION AGREEMENT

This Agreement, made and entered

into effective as of July 22, 2026 (“Agreement”), by and between Charlton Aria Acquisition Corporation, a Cayman Islands exempted

company (“Company”), and the undersigned indemnitee (“Indemnitee”).

WHEREAS, the adoption of the

Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential for liability of officers

and directors; and

WHEREAS, the board of directors

of the Company (“Board”) has determined that the ability to attract and retain such persons is in the best interests of the

Company’s shareholders; and

WHEREAS, it is reasonable,

prudent and necessary for the Company to obligate itself contractually to indemnify, hold harmless, exonerate and to advance expenses

on behalf of, such persons to the fullest extent permitted by applicable law so that such persons will serve or continue to serve the

Company free from undue concern that they will not be adequately indemnified; and

WHEREAS, this Agreement is

a supplement to and in furtherance of the Company’s amended and restated memorandum and articles of association (the “Amended

and Restated Memorandum and Articles of Association”) and any resolutions adopted pursuant thereto and shall neither be deemed to

be a substitute therefor nor to diminish or abrogate any rights of Indemnitee thereunder; and

WHEREAS, Indemnitee is willing

to serve on behalf of the Company on the condition that he be indemnified according to the terms of this Agreement;

NOW, THEREFORE, in consideration

of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

1. Definitions. For purposes of this Agreement:

1.1 Change in

Control” means a change in control of the Company occurring after the date hereof 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 schedule or

form) promulgated under the Securities Exchange Act of 1934, as amended (“Exchange 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 if after the date hereof (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the

Exchange Act), other than a person who is an officer or director of the Company on the date hereof (and any of such person’s

affiliates), is or becomes “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,

of securities of the Company representing 50% or more of the combined voting power of the then issued and outstanding securities of

the Company without the prior approval of at least two-thirds of the members of the Board in office immediately prior to such person

attaining such percentage interest; (ii) the Company is a party to a merger, consolidation, sale of assets or other reorganization,

or a proxy contest, as a consequence of which (A) members of the Board in office immediately prior to such transaction or event

constitute less than a majority of the Board thereafter or (B) the voting securities of the Company issued and outstanding

immediately prior to such transaction do not continue to represent (either by remaining outstanding or by being converted into

voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving

entity issued and outstanding immediately after such transaction with the power to elect at least a majority of the board of directors or other governing body of such surviving

entity; or (iii) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board (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 or whose election or nomination

for election was previously so approved) cease for any reason to constitute at least a majority of the Board.

1.2 “Corporate Status”

means the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company or of any other corporation,

partnership, joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the request of

the Company. In addition, service at the actual request of the Company, for purposes of this Agreement, Indemnitee shall be deemed to

be serving or to have served at the request of the Company as a director, officer, employee, agent or fiduciary of any other enterprise

if Indemnitee is or was serving as a director, officer, employee, agent or fiduciary of such enterprise and (A) such enterprise is or

at the time of such service was an affiliate of the Company, (B) such enterprise is or at the time of such service was an employee benefit

plan (or related trust) sponsored or maintained by the Company or an affiliate of the Company or (C) the Company or an affiliate of the

Company directly or indirectly caused Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve

in such capacity

1.3 “Disinterested Director”

means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

1.4 “Expenses”

means all reasonable attorneys’ fees, retainers, court costs (including trial and appeals), transcript costs, fees of experts, witness

fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, 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 disbursements

or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating,

or being or preparing to be a witness in a Proceeding.

Expenses also shall include

Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the principal, premium, security

for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses, however, shall not

include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

1.5 “Independent Counsel”

means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past

five years has been, retained to represent: (i) the Company or Indemnitee in any other matter material to either such party (other than

with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements),

or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term

“Independent Counsel” does 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. Except as provided in the first sentence of Section 9.3 hereof, Independent Counsel shall be selected by (a) the

Disinterested Directors or (b) a committee of the Board consisting of two or more Disinterested Directors or if (a) and (b) above are

not possible, then by a majority of the full Board.

1.6 “Proceeding”

means any action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding,

whether conducted by or on behalf of the Company or any other party, whether civil, criminal, administrative or investigative, except

one initiated by an Indemnitee pursuant to Section 11 of this Agreement to enforce his rights under this Agreement.

2. Services by Indemnitee.

Indemnitee agrees to serve

as a director, officer or employee of the Company. Indemnitee may at any time and for any reason resign from such position (subject to

any other contractual obligation or any obligation imposed by operation of law).

3. Indemnification - General.

Except with respect to actions

finally adjudicated to be a result of actual fraud or intentional misconduct of the Indemnitee, the Company shall indemnify, and, subject

to Section 26 hereof, advance Expenses to, Indemnitee as provided in this Agreement to the fullest extent permitted by applicable law

in effect on the date hereof and to such greater extent as any amendment to or interpretation of applicable law may thereafter from time

to time permit. The rights of Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights

set forth in the other Sections of this Agreement.

4. Proceedings Other Than Proceedings

by or in the Right of the Company.

Indemnitee shall be entitled

to the rights of indemnification provided in this Agreement if, by reason of his Corporate Status, he is, was or is threatened to be made,

a party to any threatened, pending or completed Proceeding, other than a Proceeding by or in the right of the Company. Pursuant to this

Agreement, subject to Section 26 hereof, Indemnitee shall be indemnified against Expenses, judgments, penalties, fines and amounts paid

in settlement actually and reasonably incurred by him or on his behalf in connection with any such Proceeding or any claim, issue or matter

therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company,

and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful; provided, in no event shall

Indemnitee be entitled to be indemnified, held harmless or advanced any amounts hereunder in respect of any Expenses, judgments, liabilities,

fines, penalties and amounts paid in settlement (if any) that Indemnitee may incur by reason of his or her own actual fraud or intentional

misconduct. Indemnitee shall not be found to have committed actual fraud or intentional misconduct for any purpose of this Agreement unless

or until a court of competent jurisdiction shall have made a finding to that effect.

5. Proceedings by or in the Right of

the Company.

Indemnitee shall be entitled

to the rights of indemnification provided in this Agreement if, by reason of his Corporate Status, he was or is threatened to be made,

a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor.

Pursuant to this Agreement, subject to Section 26 hereof, Indemnitee shall be indemnified against amounts paid in settlement and Expenses

actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such Proceeding if he acted

in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification

under this paragraph shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or

(2) any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company, unless and only to the extent

that the court in which such Proceeding shall have been brought, was brought or is pending, shall determine, upon application, that Indemnitee

is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems proper.

6. Indemnification for Expenses of Party

Who is Wholly or Partly Successful.

Notwithstanding any other

provision of this Agreement except for Section 26 hereof, to the extent that Indemnitee is, by reason of his Corporate Status, a party

to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified against all Expenses (and, when eligible

hereunder, amounts paid in settlement) actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee

is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims,

issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses (and, when eligible hereunder, amount

paid in settlement) actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue

or matter. For purposes of this Agreement, the term “successful, on the merits or otherwise,” includes, but is not limited

to, (i) any termination, withdrawal, or dismissal (with or without prejudice) of any Proceeding against the Indemnitee without any express

finding of liability or guilt against him, and (ii) the expiration of 90 days after the making of any claim or threat of a Proceeding

without the institution of the same and without any promise or payment made to induce a settlement.

7. Indemnification for Expenses as a

Witness.

Notwithstanding any other

provision of this Agreement except for Section 26 hereof, to the extent that Indemnitee is, by reason of his Corporate Status, a witness

in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection

therewith.

8. Advancement of Expenses and Other Amounts.

Subject to Section 26 hereof,

the Company shall advance all Expenses, judgments, penalties, fines and, when eligible hereunder, amounts paid in settlement, incurred

by or on behalf of Indemnitee in connection with any Proceeding within thirty (30) days after the receipt by the Company of a statement

or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such

Proceeding. Such statement or statements shall reasonably evidence the Expenses, judgments, penalties, fines and amounts paid in

settlement, incurred by Indemnitee and shall include or be preceded or accompanied by an agreement by or on behalf of Indemnitee to repay

any Expenses, judgments, penalties, fines and amounts paid in settlement advanced if it shall ultimately be determined that Indemnitee

is not entitled to be indemnified against such Expenses, judgments, penalties, fines and, when eligible hereunder, amounts paid in settlement.

In connection with any request for advancement of Expenses, judgments, penalties, fines and amounts paid in settlement, 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 in respect of the advancement of Expenses, judgments, penalties, fines and amounts

paid in settlement in connection with a criminal Proceeding in which Indemnitee is a defendant shall terminate at such time as Indemnitee

pleads guilty or is convicted after trial and such conviction becomes final and no longer subject

to appeal. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay

such amounts and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement.

9. Procedure for Determination of Entitlement

to Indemnification.

9.1 To obtain indemnification

under this Agreement in connection with any Proceeding, and for the duration thereof, Indemnitee shall submit to the Company a written

request, including therein or therewith 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. The Secretary of the Company shall, promptly

upon receipt of any such request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.

9.2 Upon written request by

Indemnitee for indemnification pursuant to Section 9.1 hereof, a determination, if required by applicable law, with respect to Indemnitee’s

entitlement thereto shall be made in such case: (i) if a Change in Control shall have occurred, by Independent Counsel (unless Indemnitee

shall request that such determination be made by the Board or the shareholders, in which case in the manner provided for in clauses (ii)

or (iii) of this Section 9.2) in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; (ii) if a Change of

Control shall not have occurred, at the election of the Company, (A) by the Board by a majority vote of a quorum consisting of Disinterested

Directors, or (B) if a quorum of the Board consisting of Disinterested Directors is not obtainable, by a majority of a committee of the

Board consisting of two or more Disinterested Directors, or (C) by Independent Counsel in a written opinion to the Board, a copy of which

shall be delivered to Indemnitee, or (D) by the shareholders of the Company, by a majority vote of a quorum consisting of shareholders

who are not parties to the proceeding, or if no such quorum is obtainable, by a majority vote of shareholders who are not parties to such

proceeding; or (iii) as provided in Section 10.2 of this Agreement. The Company promptly will advise Indemnitee in writing with respect

to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which

indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be

made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination

with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable

advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably

available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys’ fees and disbursements)

incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective

of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee

harmless therefrom.

9.3 If a Change of Control

shall have occurred, Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made

by the Board), and Indemnitee (or the Board, as the case may be) shall give written notice to the other party advising it of the identity

of Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within seven days after such

written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to

such selection. Such objection may be asserted only on the ground that Independent Counsel so selected does not meet the requirements

of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual

basis of such assertion. If such written objection is made, Independent Counsel so selected may not serve as Independent Counsel unless

and until a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written

request for indemnification pursuant to Section 9.1 hereof, no Independent Counsel shall have been selected and not objected to, either

the Company or Indemnitee may petition a court of competent jurisdiction, for resolution of any objection which shall have been made

by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of

a person selected by such court or by such other person as such court shall designate, and the person with respect to whom an objection

is so resolved or the person so appointed shall act as Independent Counsel under Section 9.2 hereof. The Company shall pay any and all

reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with its actions pursuant to this

Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 9.3, regardless of the

manner in which such Independent Counsel was selected or appointed. Upon the due commencement date of any judicial proceeding pursuant

to Section 11.1(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity

(subject to the applicable standards of professional conduct then prevailing).

10. Presumptions and Effects of Certain Proceedings.

10.1 In making a determination

with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that

Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance

with Section 9.1 of this Agreement, and the Company shall have the burden of proof to overcome that presumption by clear and convincing

evidence in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the

failure of the Company (including by the Disinterested Directors or Independent Counsel) to have made a determination prior to the commencement

of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable

standard of conduct, nor an actual determination by the Company (including by the Disinterested Directors or Independent Counsel) that

Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has

not met the applicable standard of conduct.

10.2 If the person, persons

or entity empowered or selected under Section 9 of this Agreement to determine whether Indemnitee is entitled to indemnification shall

not have made a determination within sixty (60) days after receipt by the Company of the request therefor, the requisite determination

of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i)

a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not

materially misleading, in connection with the request for indemnification, or (ii) prohibition of such indemnification under applicable

law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if

the person, persons or entity making the determination with respect to entitlement to indemnification in good faith require(s) such additional

time for the obtaining or evaluating of documentation and/or information relating thereto; and provided, further, however, that the foregoing

provisions of this Section 10.2 shall not apply (i) if the determination of entitlement to indemnification is to be made by the shareholders

pursuant to Section 9.2 of this Agreement and if (A) within 15 days after receipt by the Company of the request for such determination

the Board has resolved to submit such determination to the shareholders for their consideration at an annual meeting thereof to be held

within 75 days after such receipt and such determination is made thereat, or (B) a special meeting of shareholders is called within

15 days after such receipt for the purpose of making such determination, such meeting is held for such purpose within 60 days after having

been so called and such determination is made thereat, or (ii) if the determination of entitlement to indemnification is to be made by

Independent Counsel pursuant to Section 9.2 of this Agreement. In connection with each meeting at which a shareholders determination will

be made, the Company shall solicit proxies that expressly include a proposal to indemnify or reimburse the Indemnitee. The Company shall

afford the Indemnitee ample opportunity to present evidence of the facts upon which the Indemnitee relies for indemnification in any Company

proxy statement relating to such shareholders determination. Subject to the fiduciary duties of its members under applicable law, the

Board will not recommend against indemnification or reimbursement in any proxy statement relating to the proposal to indemnify or reimburse

the Indemnitee.

10.3 The termination of any

Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or

its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee

to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be

in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause

to believe that his conduct was unlawful.

10.4 For purposes of this

Agreement, the Indemnitee shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to

the best interests of the Company, or, with respect to any criminal Proceeding, to have had no reasonable cause to believe his conduct

was unlawful, if his action is based on (i) the records or books of account of the Company, or another enterprise, including financial

statements, (ii) information supplied to him by the officers of the Company or another enterprise in the course of their duties, (iii)

the advice of legal counsel for the Company or another enterprise, or of an independent certified public accountant or an appraiser or

other expert selected with reasonable care by the Company or another enterprise. The term “another enterprise” as used in

this Section shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which

the Indemnitee is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent. The provisions

of this Section shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed

to have met the applicable standard of conduct set forth herein. Whether or not the foregoing provisions of this Section 10.4 are satisfied,

it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in

or not opposed to the best interests of the Company, or, with respect to any criminal Proceeding, to have had no reasonable cause to believe

Indemnitee’s conduct was unlawful. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of

persuasion by clear and convincing evidence.

10.5 The knowledge and/or

actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary, agent or employee of

the Company shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

11. Remedies of Indemnitee.

11.1 In the event that (i)

a determination is made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement,

(ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) the determination of indemnification is

to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered

in a written opinion within sixty (60) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification

is not made pursuant to Section 7 of this Agreement within thirty (30) days after receipt by the Company of a written request therefor,

or (v) payment of indemnification is not made within thirty (30) days after a determination has been made that Indemnitee is entitled

to indemnification or such determination is deemed to have been made pursuant to Section 9 or 10 of this Agreement, Indemnitee shall be

entitled to an adjudication in an appropriate court of the State of New York, or in any other court of competent jurisdiction, of his

entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid

in settlement. The Company shall not oppose Indemnitee’s right to seek any such adjudication.

11.2 In the event that a determination

shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding

commenced pursuant to this Section shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced

by reason of that adverse determination.

11.3 If a determination shall

have been made or deemed to have been made pursuant to Section 9 or 10 of this Agreement that Indemnitee is entitled to indemnification,

the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section, absent (i) a misstatement

by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading,

in connection with the request for indemnification, or (ii) prohibition of such indemnification under applicable law.

11.4 The Company shall be

precluded from asserting in any judicial proceeding commenced pursuant to this Section that the procedures and presumptions of this Agreement

are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement.

11.5 In the event that Indemnitee,

pursuant to this Section, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement or any

other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended

and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’

liability insurance policies maintained by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified

by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by

him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee

is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in

connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee,

advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8.

12. Procedure Regarding Indemnification.

With respect to any Proceedings,

the Indemnitee, prior to taking any action with respect to such Proceeding, shall consult with the Company as to the procedure to be followed

in defending, settling, or compromising the Proceeding and may not consent to any settlement or compromise of the Proceeding without the

written consent of the Company (which consent may not be unreasonably withheld or delayed). The Company shall be entitled to participate

in defending, settling or compromising any Proceeding and to assume the defense of such Proceeding with counsel of its choice and shall

assume such defense if requested by the Indemnitee. Notwithstanding the election by, or obligation of, the Company to assume the defense

of a Proceeding, the Indemnitee shall have the right to participate in the defense of such Proceeding and to employ counsel of Indemnitee’s

choice, but the fees and expenses of such counsel shall be at the expense of the Indemnitee unless (i) the employment of such counsel

has been authorized in writing by the Company, or (ii) the Indemnitee has reasonably concluded that there may be defenses available to

him which are different from or additional to those available to the Company (in which latter case the Company shall not have the right

to direct the defense of such Proceeding on behalf of the Indemnitee), in either of which events the fees and expenses of not more than

one additional firm of attorneys selected by the Indemnitee shall be borne by the Company. If the Company assumes the defense of a Proceeding,

then counsel for the Company and Indemnitee shall keep Indemnitee reasonably informed of the status of the Proceeding and promptly send

to Indemnitee copies of all documents filed or produced in the Proceeding, and the Company shall not compromise or settle any such Proceeding

without the written consent of the Indemnitee (which consent may not be unreasonably withheld or delayed) if the relief provided shall

be other than monetary damages and shall promptly notify the Indemnitee of any settlement and the amount thereof.

13. Non-Exclusivity; Survival of Rights;

Insurance; Subrogation; Contribution.

13.1 The rights of indemnification

and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee

may at any time be entitled under applicable law, the Company’s Amended and Restated Memorandum and Articles of Association, any

agreement, a vote of shareholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or

any provision hereof shall be effective as to any Indemnitee with respect to any action taken or omitted by such Indemnitee in his Corporate

Status prior to such amendment, alteration or repeal. To the extent that a change in applicable law and the Company’s Amended and

Restated Memorandum and Articles of Association, whether by statute or judicial decision, permits greater indemnification, hold harmless

or exoneration rights or advancement of Expenses than would be afforded currently under the Company’s Amended and Restated Memorandum

and Articles of Association or this Agreement, then this Agreement (without any further action by the parties hereto) shall automatically

be deemed to be amended to require that the Company indemnifies the Indemnitee to the fullest extent permitted by applicable law and the

Company’s Amended and Restated Memorandum and Articles of Association. No right or remedy herein conferred is intended to be exclusive

of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given

hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder,

or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

13.2 To the extent that the

Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, agents or fiduciaries

of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person serves at the request of the Company,

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 such director, officer, employee, agent or fiduciary under such policy or policies. If, at the time the Company receives notice

from any source of a Proceeding as to which Indemnitee is a party or a participant (as a witness, deponent or otherwise), the Company

has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in

accordance with the procedures set forth in the respective policies. The Company shall thereafter use commercially reasonable efforts

to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms

of such policies.

13.3 In the event of any 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 papers required and take all action necessary to secure such rights, including execution of such documents as are reasonably

necessary to enable the Company to bring suit to enforce such rights.

13.4 The Company shall not

be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has

otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

13.5 If a determination is

made that Indemnitee is not entitled to indemnification, after Indemnitee submits a written request therefor, under this Agreement, then

in respect of any threatened, pending or completed Proceeding in which the Company is jointly liability with the Indemnitee (or would

be if joined in such Proceeding), the Company shall contribute to the amount of Expenses, judgments, fines and amounts paid in settlement

by the Indemnitee in such proportion as is appropriate to reflect (i) the relative benefits received by the Company on the one hand and

the Indemnitee on the other hand from the transaction from which Proceeding arose, and (ii) the relative fault of the Company on the one

hand and of the Indemnitee on the other hand in connection with the events that resulted in such Expenses, judgments, fines or amounts

paid in settlement, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the

Indemnitee on the other hand shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access

to information and opportunity to correct or prevent the circumstances resulting in such Expenses, judgments, fines or amounts paid in

settlement. The Company agrees that it would not be just and equitable if contribution pursuant to this Section were determined by pro

rata allocation or any other method of allocation that does not take into account the foregoing equitable considerations. The determination

as to the amount of the contribution, if any, shall be made by: (i) a court of competent jurisdiction upon the application of both the

Indemnitee and the Company (if the Proceeding had been brought in, and final determination had been rendered by such court); (ii) the

Board by a majority vote of a quorum consisting of Disinterested Directors; or (iii) Independent Counsel, if a quorum is not obtainable

for purpose of (ii) above, or, even if obtainable, a quorum of Disinterested Directors so directs.

14. Duration of Agreement.

This Agreement shall continue

until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a director and/or

officer of the Company, or (b) the final termination of all pending Proceedings in respect of which Indemnitee is granted rights of indemnification

or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement hereunder and or any proceeding commenced by Indemnitee

pursuant to Section 11 of this Agreement. This Agreement shall be binding upon the Company and its successors and assigns and shall inure

to the benefit of Indemnitee and his spouse, heirs,

executors, personal representatives and administrators. 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.

15. Severability.

If any provision or provisions

of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability

of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing

any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any

way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by applicable law and the Company’s

Amended and Restated Memorandum and Articles of Association; (b) such provision or provisions shall be deemed reformed to the extent necessary

to conform to applicable law and the Company’s Amended and Restated Memorandum and Articles of Association and to give the

maximum effect to the intent of the parties hereto; and (b) to the fullest extent possible, the provisions of this Agreement (including,

without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable,

that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision

held invalid, illegal or unenforceable.

16. Entire Agreement.

This Agreement constitutes

the entire agreement between the Company and the Indemnitee with respect to the subject matter hereof and supersedes all prior agreements,

understanding, negotiations and discussion, both written and oral, between the parties hereto with respect to such subject matter (the

“Prior Agreements”); provided, however, that if this Agreement shall ever be held void or unenforceable for any reasons whatsoever,

and is not reformed pursuant to Section 15 hereof, then (i) this Agreement shall not be deemed to have superseded any Prior Agreements;

(ii) all of such Prior Agreements shall be deemed to be in full force and effect notwithstanding the execution of this Agreement; and

(iii) the Indemnitee shall be entitled to maximum indemnification benefits provided under any Prior Agreements, as well as those provided

under applicable law, the Company’s Amended and Restated Memorandum and Articles of Association, a vote of shareholders or resolution

of directors.

17. Exception to Right of Indemnification or

Advancement of Expenses.

17.1 Except as provided in

Section 11.5, Indemnitee shall not be entitled to indemnification or advancement of Expenses, judgments, penalties, fines and amounts

paid in settlement under this Agreement with respect to any Proceeding, or any claim therein, brought or made by him against the Company.

17.2 Indemnitee shall not

be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, arising

from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Exchange Act or Company similar successor

statute.

18. Covenant Not to Sue; Limitation of Actions;

Release of Claims.

No legal action shall be brought

and no cause of action shall be asserted by or on behalf of the Company (or any of its subsidiaries) against the Indemnitee, his spouse,

heirs, executors, personal representatives or administrators after the expiration of two (2) years from the date of accrual of such cause

of action and any claim or cause of action of the Company (or any of its subsidiaries) shall be extinguished and deemed released unless

asserted by the filing of a legal action within such two (2) year period; provided, however, that if any shorter period of limitation

is otherwise applicable to any such cause of action, such shorter period shall govern.

19. Identical Counterparts.

This Agreement may be executed

in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute

one and the same Agreement.

20. Headings.

The headings of the 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

thereof.

21. Modification and Waiver.

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 deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such

waiver constitute a continuing waiver.

22. Notice by Indemnitee.

Indemnitee agrees promptly

to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document

relating any Proceeding or matter which may be subject to indemnification or advancement of Expenses, judgments, penalties, fines or amounts

paid in settlement covered hereunder. The failure to notify the Company on a timely basis shall not constitute a waiver of Indemnitee’s

rights under this Agreement, except to the extent that such failure or delay (i) causes the amounts paid or to be paid by the Company

to be greater than they otherwise would have been, (ii) adversely affects the Company’s ability to obtain for itself or Indemnitee

coverage or proceeds under any insurance policy available to the Company or Indemnitee, or (iii) otherwise results in prejudice to the

Company.

23. Notices.

All notices, requests, demands

and other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand and receipted

for by the party to whom such notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with

postage prepaid, on the third business day after the date on which it is so mailed:

If to Indemnitee, to:

c/o Charlton Aria Acquisition Corporation

221 W 9th St, #848

Wilmington, Delaware 19801

If to the Company, to:

Charlton Aria Acquisition Corporation

221 W 9th St, #848

Wilmington, Delaware 19801

or to such other address or such other person

as Indemnitee or the Company shall designate in writing in accordance with this Section, except that notices regarding changes in notices

shall be effective only upon receipt.

24. Governing Law.

The parties agree that 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 performed in that state without giving effect to the principles of conflicts of laws. The Company and Indemnitee each hereby

irrevocably consents to the jurisdiction of the courts of the State of New York and the federal courts within the State for all purposes

in connection with any action or proceeding that arises out of or relates to this Agreement and agrees that any action instituted under

this Agreement shall be brought only in the United States District Court for the Southern District of New York and any New York State

court within that District.

25. Mutual Acknowledgment.

Both the Company and Indemnitee

acknowledge that, in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors

and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required

in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification

to a court for a determination of the Company’s right under public policy to indemnify Indemnitee.

26. Waiver of Claims to Trust Account.

Notwithstanding anything herein

to the contrary, Indemnitee hereby agrees that it does not have any right, title, interest or claim of any kind (each, a “Claim”)

in or to any monies in the trust account established in connection with the Company’s initial public offering for the benefit of

the Company and holders of shares issued in such offering, and hereby waives any Claim it may have in the future as a result of, or arising

out of, any services provided to the Company and will not seek recourse against such trust account for any reason whatsoever. Accordingly,

Indemnitee acknowledges and agrees that any indemnification provided hereto will only be able to be satisfied by the Company if (i) the

Company has sufficient funds outside of the Trust Account to satisfy its obligations hereunder or (ii) the Company consummates a Business

Combination.

27. Miscellaneous.

Use of the masculine pronoun shall be deemed

to include usage of the feminine pronoun where appropriate.

[Signature Page Follows]

IN WITNESS WHEREOF, the

parties hereto have executed this Agreement on the day and year first above written.

Charlton Aria Acquisition Corporation

By:

Name:

Jung Min Lee

Title:

Chief Executive Officer

[ ]

[Signature Page to Indemnification Agreement]

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