展品10.2

賠償協議

本賠償協議（以下簡稱「協議」協議）於[ ]日由開曼群島一家有限公司Samfine Creation Holdings Group Limited（以下簡稱「公司」公司）和本公司董事和/或高級管理人員（以下簡稱“受益人適用之「乙方」。

前言

公司董事會已經確定，公司無法吸引和留住高素質人才爲公司服務將對公司及其股東的最佳利益造成損害，並且爲公司爲此類人員提供充分保護，以應對可能因其爲公司提供服務而產生的索賠和訴訟風險是合理且必要的。董事會公司董事會已經確定，公司無法吸引和留住高素質人才爲公司服務將對公司及其股東的最佳利益造成損害，並且爲公司爲此類人員提供充分保護，以應對可能因其爲公司提供服務而產生的索賠和訴訟風險是合理且必要的。

協議

鑑於前述情況和本協議中包含的契約，公司和受保護人特此立約並同意如下：

以下術語應按以下定義進行解釋：

費用 應包括但不限於損害賠償、判決、罰款、罰金、和解、成本、律師費和支出 以及查封費用或類似債券、調查費用，以及進行、辯護、 作爲證人蔘與（包括上訴）、或爲進行上述任何程序做準備，支付或發生的任何其他費用。

可保護事件 表示任何在執行本協議前後發生的事件或情況，與受保護人是或曾是公司的董事或高級管理人員有關，或應公司要求擔任其他公司、合作伙伴、合資企業或其他實體的董事或高級管理人員有關，或與受保護人在任何這種身份中所做或未做的任何事情有關，包括但不限於疏忽、違反職務、錯誤、錯誤陳述、誤導性陳述或遺漏。

參與者 表示 參與、見證或參加（包括上訴）程序的人。

10）計劃不屬於「其他企業」。企業應根據適用法律的規定全額賠償公司董事，該董事因爲他或她是或曾是公司董事、高級職員、僱員或代理人或是根據公司要求作爲另一家公司、合夥企業、聯營企業、信託或其他企業的董事、高級職員、僱員或代理人而受到威脅、正在進行中或已完成的程序產生的實際和合理費用（包括律師費）、裁決、罰款和結算費用。 表示任何受威脅、未決或已完成的訴訟、仲裁或程序，或任何調查、聽證會或調查，無論是民事、刑事、行政、調查或其他，包括上訴，保障人可能作爲當事人或因可補償事件而參與或曾參與的情況。

1. 一般協議 一般協議如果受益人曾經、正在或將成爲訴訟參與人，或有威脅成爲訴訟參與人的情況下，公司應根據適用法律的最大允許範圍，對受益人在此訴訟中發生或有義務發生的一切費用進行賠償。

2. 成功方的支出賠償儘管協議的其他規定，但在受益人就任何訴訟或者在任何訴訟中爲了抗辯任何索賠、問題或事項而取得成功的情況下，公司應當賠償受益人在與該訴訟或該索賠、問題或事項相關的所有支出。

3. 部分 賠償如果受賠償方根據本協議的任何規定有權獲得公司對一部分費用的賠償，但不能獲得全部費用的賠償，公司應當對受賠償方有權獲得的部分費用進行賠償。

4. 無任何就業權 權益本協議中的任何內容均不意味着爲受保護人創建與公司的繼續僱傭權利。

5. 貢獻如果本協議約定的賠償對受益方不可用且由於b.4款中規定的以外的原因無法支付，則公司應當按照適當的比例向受益方提供實際和合理髮生且已支付或可支付的和解費用，以反映公司一方和受益方另一方在導致該訴訟或事件的交易或事件中分別獲得的相對利益，以及公司一方和受益方另一方在涉及導致這些費用的事件中的相對過錯，以及其他相關公平考量。公司一方和受益方另一方的相對過錯應當根據諸如當事方的相對意圖、知識、信息獲取途徑和糾正或預防導致上述費用產生的情形的機會等因素來確定。公司同意，如果根據本b.5款確定捐助是通過按比例分配或任何不考慮上述公平考量的其他分配方法確定，將不符合公平和公正。

1. 注意事項 和被保險人的合作作爲獲得本協議下補償權利的先決條件，受益人應儘快書面通知公司，對受益人提出的任何可能根據本協議尋求補償的索賠進行申報，但受益人延遲提出此類通知並不影響受益人的任何權利，除非此類延遲導致公司喪失實質性權利或防禦。需通知公司的事項應按照下文F.7條的規定執行。如果在收到此類通知時，公司正在實施董事和高管責任保險政策，公司應立即通知其保險人與上述通知相關的訴訟。公司隨後應採取一切必要和適當的行動，促使保險人代表受益人支付由於此類訴訟而產生的所有費用。此外，受益人應提供公司可能合理請求的信息和配合。

2. 賠償 付款。

(a) 費用預支受保人可向公司提交一份書面請求，並提供合理細節，要求公司提前向受保人提供在訴訟中可能合理發生的所有費用。 公司應在收到受保人的書面請求後的10個工作日內提前向受保人支付所有請求的費用。 預付的費用超過實際費用的部分應償還給公司。

(b) 費用報銷在情形下，受賠償人未要求公司提前支付任何費用，受賠償人應有權在向公司書面要求費用補償後立即收到與訴訟有關的費用補償，除非公司根據第C.2(c)款將賠償請求轉介給審查方。

(c) 裁定 由審查方如果公司合理相信在本協議下沒有義務向被 indemnified 方賠償， 公司應在被 indemnified 方書面請求提前支付或報銷費用後的10天內通知被 indemnified 方該費用提前支付或報銷的請求將提交給審查方（以下定義）。審查方應在被 indemnified 方書面請求提前支付或報銷費用後的30天內對請求做出裁定。儘管有上述相反規定，但如果審查方告知公司被 indemnified 方無權在本協議或適用法律下獲得賠償，則公司有權要求被 indemnified 方償還所有先前向被 indemnified 方預先支付或以其他方式支付的與該訴訟相關的費用；p提供, 然而但被 indemnified 方可以根據下面C.3節提起訴訟以執行其賠償權利。

3. 訴訟以維護權利. 不論審核方採取何種行動，如果被 indemnification 方在根據以上第 C.2 條款提出書面請求後的 30 天內未獲得完全的賠償，或者在公司根據以上第 C.2(c) 條款向審核方提出預付款或報銷請求後的 50 天內未獲得完全的賠償，被 indemnification 方將有權通過在任何有管轄權的法院提起訴訟以執行其在本協議下的賠償權利，並尋求法院裁定或對審核方的任何裁定或本協議的任何方面提出質疑。未被 indemnification 方質疑的審核方的任何裁定以及法院作出的任何判決對公司和被 indemnification 方具有約束力。

4. 假定 軍工股. 在公司根據本協議有義務爲對被 indemnity方的任何訴訟提前支付或承擔任何費用的情況下，公司有權在向被 indemnity方發出書面通知其選擇這樣做後，承擔該訴訟的辯護，律師需經被 indemnity方批准。在發出此通知後，得到被 indemnity方對該律師的批准並由公司保留該律師後，公司將在本協議下不對被 indemnity方承擔因被 indemnity方隨後在同一訴訟中所產生的任何律師費用，除非 (i) 被 indemnity方的律師聘用已得到公司事先授權，(ii) 被 indemnity方根據律師的書面建議合理得出結論，認爲公司聘用的該律師在進行任何此類辯護時可能存在公司與被 indemnity方之間的利益衝突，或 (iii) 公司停止或終止對該律師在該訴訟辯護方面的聘用，在上述任何情況下，被 indemnity方律師的費用和支出應由公司承擔。在任何時候，被 indemnity方均有權在其費用下聘用律師進行任何訴訟。

5. Defense to Indemnification, Burden of Proof and Presumptions. It shall be a defense to any action brought by Indemnitee against the Company to enforce this Agreement that it is not permissible under this Agreement or applicable law for the Company to indemnify the Indemnitee for the amount claimed. In connection with any such action or any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified under this Agreement, the burden of proving such a defense or determination shall be on the Company.

6. No Settlement without Consent. Neither party to this Agreement shall settle any Proceeding in any manner that would impose any damage, loss, penalty or limitation on Indemnitee without the other party’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement.

7. Company Participation. Subject to Section B.5, the Company shall not be liable to indemnify the Indemnitee under this Agreement with regard to any judicial action if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense, conduct and/or settlement of such action.

8. Reviewing Party.

(a) For purposes of this Agreement, the Reviewing Party with respect to each indemnification request of Indemnitee that is referred by the Company pursuant to Section C.2(c) above shall be (A) the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined), or (B) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, said Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee. If the Reviewing Party determines that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 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 Independent Counsel or member of the Board of Directors shall act reasonably and in good faith in making a determination under this Agreement of the Indemnitee’s entitlement to indemnification. Any reasonable costs or expenses (including reasonable 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. “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.

(b) If the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected as provided in this Section C.8(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors, in which event the proceeding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within 10 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; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section C.8(d) of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel 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. If, within 20 days after submission by Indemnitee of a written request for indemnification, 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 the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting under this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section C.8(b), regardless of the manner in which such Independent Counsel was selected or appointed.

(c) In making a determination with respect to entitlement to indemnification hereunder, the Reviewing Party shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement (with or without court approval), conviction, or upon a plea of nolocontendere 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/she 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/her conduct was unlawful. For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company and any other corporation, partnership, joint venture or other entity of which Indemnitee is or was serving at the written request of the Company as a director, officer, employee, agent or fiduciary, including financial statements, or on information supplied to Indemnitee by the officers and directors of the Company or such other corporation, partnership, joint venture or other entity in the course of their duties, or on the advice of legal counsel for the Company or such other corporation, partnership, joint venture or other entity or on information or records given or reports made to the Company or such other corporation, partnership, joint venture or other entity by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or such other corporation, partnership, joint venture or other entity. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Company or such other corporation, partnership, joint venture or other entity shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. The provisions of this Section C.8(c) 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 in this Agreement.

(d) “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 matter material to either such party (other than with respect to matters concerning the 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” 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. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

1. Good Faith Determination. 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 with reputable insurance companies 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.

2. Coverage of Indemnitee. 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.

3. No Obligation. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain any director and officer insurance policy if the Company determines in good faith that such insurance is not reasonably available in the case that (i) premium costs for such insurance are disproportionate to the amount of coverage provided, or (ii) the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit.

1. Non-Exclusivity. The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which Indemnitee may be entitled under the Company’s current memorandum and articles of association, as may be amended from time to time, applicable law or any written agreement between Indemnitee and the Company (including its subsidiaries and affiliates). The indemnification provided under this Agreement shall continue to be available to Indemnitee for any action taken or not taken while serving in an indemnified capacity even though he/she may have ceased to serve in any such capacity at the time of any Proceeding.

2. U.S. Federal Preemption. Notwithstanding the foregoing, both the Company and Indemnitee acknowledge that in certain instances, U.S. federal law or public policy may override applicable law and prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Such instances include, but are not limited to, the prohibition by the U.S. Securities and Exchange Commission (the “SEC”) on indemnification for liabilities arising under certain U.S. federal securities laws. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the SEC an obligation to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

3. Duration of Agreement. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is an officer and/or a director of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as Indemnitee shall be subject to any Proceeding by reason of his/her former or current capacity at the Company, whether or not he/she is acting or serving in any such capacity at the time any Expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as an officer and/or a director of the Company or any other enterprise at the Company’s request.

1. Amendment of this Agreement. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall operate as a waiver of any other provisions (whether or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided in this Agreement, no failure to exercise or any delay in exercising any right or remedy shall constitute a waiver.

2. Subrogation. In the event of payment to Indemnitee by the Company 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 shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company to bring suit to enforce such rights.

3. Assignment; Binding Effect. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by either party hereto without the prior written consent of the other party; except that the Company may, without such consent, assign all such rights and obligations to a successor in interest to the Company which assumes all obligations of the Company under this Agreement. Notwithstanding the foregoing, this Agreement shall be binding upon and inure to the benefit of and be enforceable by and against the parties hereto and the Company’s 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) and assigns, as well as Indemnitee’s spouses, heirs, and personal and legal representatives.

4. Severability and Construction. Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law. The Company’s inability, pursuant to a court order, to perform its obligations under this Agreement shall not constitute a breach of this Agreement. In addition, if any portion of this Agreement shall be held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by applicable law. The parties hereto acknowledge that they each have opportunities to have their respective counsels review this Agreement. Accordingly, this Agreement shall be deemed to be the product of both of the parties hereto, and no ambiguity shall be construed in favor of or against either of the parties hereto.

5. Counterparts. This Agreement may be executed in two counterparts, both of which taken together shall constitute one instrument.

6. Governing Law. This agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York, without giving effect to conflicts of law provisions thereof.

7. Notices. All notices, demands, and other communications required or permitted under this Agreement shall be made in writing and shall be deemed to have been duly given if delivered by hand, against receipt, or mailed via postage prepaid, certified or registered mail, return receipt requested, and addressed to the Company at:

Samfine Creation Holdings Group Limited

Attention: Chief Executive Officer

and to Indemnitee at his/her address last known to the Company.

8. Entire Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

(Signature page follows)

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

[Signature Page to Indemnification Agreement]

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