Exhibit 10.16


 


INDEMNIFICATION AGREEMENT


 


THIS INDEMNIFICATION AGREEMENT (the “Agreement”)
is made and entered into as of , 20 between FOUR SPRINGS CAPITAL TRUST, a Maryland real estate investment trust (the “Company”),
and [NAME] (“Indemnitee”). All terms capitalized but not defined herein shall have the meaning as set forth
in Section 13 hereof.


 


WITNESSETH THAT:


 


WHEREAS,
highly competent persons have become more reluctant to serve real estate investment trusts (REITs) as trustees or in other capacities
unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and
actions against them arising out of their service to and activities on behalf of the REIT;


 


WHEREAS,
the Board of Trustees of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals
to serve on its Board as a Trustee, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance
to protect persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been
a customary and widespread practice among United States-based REITs and other business enterprises, the Company believes that, given current
market conditions and trends, such insurance may not be available to it on terms that the Company considers to be commercially reasonable
or, if available to it on commercially reasonable terms during some period of time, may be available to it in the future only at higher
premiums and with more exclusions. At the same time, trustees, officers, and other persons in service to REITs or business enterprises
are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally
would have been brought only against the Company or business enterprise itself. The By-laws and Declaration of Trust, as amended, of the
Company require indemnification of the officers and trustees of the Company. Indemnitee may also be entitled to indemnification pursuant
to the Maryland REIT Law, which permits a Maryland REIT to indemnify its officers and trustees to the same extent as provided under the
Maryland General Corporation Law (“MGCL”). The By-laws and the MGCL expressly provide that the indemnification provisions
set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the
board of trustees, officers and other persons with respect to indemnification;


 


WHEREAS,
the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons
to serve on the Board;


 


WHEREAS,
the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of
the Company’s shareholders and that the Company should act to assure such persons that there will be increased certainty of such
protection in the future;


 


WHEREAS,
it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf
of, such persons to the fullest extent permitted by applicable law so that they will serve or continue
to serve on the Board free from undue concern that they will not be so indemnified;


 








     


     


    

 


WHEREAS,
this Agreement is a supplement to and in furtherance of the Declaration of Trust, as amended, and By-laws of the Company and any resolutions
adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;


 


WHEREAS, Indemnitee
does not regard the protection available under the Company’s Declaration of Trust, as amended, and By-laws and insurance, if any,
as adequate in the present circumstances, and may not be willing to serve as a trustee without adequate protection, and the Company desires
Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf
of the Company on the condition that he be so indemnified; and


 


WHEREAS, Indemnitee
has certain rights to indemnification and/or insurance provided by Argonaut Insurance Company or its affiliates (collectively, “ARGO”)
which Indemnitee and ARGO intend to be secondary to the primary obligation of the Company to indemnify Indemnitee as provided herein,
with the Company’s acknowledgement and agreement to the foregoing being a material condition to Indemnitee’s willingness to
serve on the Board.


 


NOW,
THEREFORE, in consideration of Indemnitee’s agreement to serve as a trustee after the date hereof, the parties hereto
agree as follows:


 


1. Indemnity of Indemnitee. The Company hereby
agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time. In
furtherance of the foregoing indemnification, and without limiting the generality thereof:


 


(a) Proceedings Other Than Proceedings
by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) if,
by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding other than
a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against
all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by
him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith
and in a manner the Indemnitee 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 the Indemnitee’s conduct was unlawful.


 


(b) Proceedings by or in the Right of
the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by
reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by
or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses
actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee
acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company;
provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue
or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that
a Maryland court shall determine that such indemnification may be made.




 






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(c) Indemnification for Expenses of a Party
Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, 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 to the maximum
extent permitted by law, as such may be amended from time to time, against all Expenses 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
actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes
of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or
without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.


 


(d) If (i) Indemnitee is or was affiliated
with one or more investors that have invested in the Company and such investor(s) have the right to designate a Trustee (an “Appointing
Stockholder”), (ii) the Appointing Stockholder is, or is threatened to be made, a party to or a participant in any Proceeding,
and (iii) the Appointing Stockholder’s involvement in the Proceeding results from any claim based on the Indemnitee’s
service to the Company as a trustee or other fiduciary of the Company, the Appointing Stockholder will be entitled to indemnification
hereunder for Expenses to the same extent as Indemnitee, and the terms of this Agreement as they relate to procedures for indemnification
of Indemnitee and advancement of Expenses shall apply to any such indemnification of Appointing Stockholder.The rights provided to the
Appointing Stockholder under this Section 1 shall (i) be suspended during any period during which the Appointing Stockholder
does not have a representative on the Company’s Board and (ii) terminate on an initial public offering of the Company’s
Common Stock; provided, however, that in the event of any such suspension or termination, the Appointing Stockholder’s rights to
indemnification will not be suspended or terminated with respect to any Proceeding based in whole or in part on facts and circumstances
occurring at any time prior to such suspension or termination regardless of whether the Proceeding arises before or after such suspension
or termination. The Company and Indemnitee agree that the Appointing Stockholder is an express third party beneficiary of the terms of
this Section 1(d).


 


2. Additional Indemnity. In addition to,
and without regard to any limitations on, the indemnification provided for in Section 1 of this Agreement, the Company
shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred by him or on his behalf if, by reason of his Corporate Status, he is, or is threatened
to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company), including,
without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation
that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to
make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections
6 and 7 hereof) to be unlawful.


 






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3. Contribution.


 


(a) Whether or not the indemnification provided
in Sections 1 and 2 hereof is available, in respect of any threatened, pending or completed action, suit or proceeding in
which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall pay,
in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring Indemnitee
to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee.
The Company shall not enter into any settlement of any action, suit or proceeding in which the Company is jointly liable with Indemnitee
(or would be if joined in such action, suit or proceeding) unless such settlement provides for a full and final release of all claims
asserted against Indemnitee.


 


(b) Without diminishing or impairing the obligations
of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee shall elect or be required to pay all or any
portion of any judgment or settlement in any threatened, pending or completed action, suit or proceeding in which the Company is jointly
liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall contribute to the amount of expenses
(including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred and paid
or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, trustees or employees of the
Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on
the one hand, and Indemnitee, on the other hand, from the transaction or events from which such action, suit or proceeding arose; provided,
however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted
by reference to the relative fault of the Company and all officers, trustees or employees of the Company other than Indemnitee who are
jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other
hand, in connection with the transaction or events that resulted in such expenses, judgments, fines or settlement amounts, as well as
any other equitable considerations which applicable law may require to be considered. The relative fault of the Company and all officers,
trustees or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action,
suit or proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the
degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary
or secondary and the degree to which their conduct is active or passive.


 


(c) The Company hereby agrees to fully indemnify
and hold Indemnitee harmless from any claims of contribution which may be brought by officers, trustees or employees of the Company, other
than Indemnitee, who may be jointly liable with Indemnitee.


 






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(d) To the fullest extent permissible under
applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company,
in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise
taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under
this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to
reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving
cause to such Proceeding; and/or (ii) the relative fault of the Company (and its trustees, officers, employees and agents) and Indemnitee
in connection with such event(s) and/or transaction(s).


 


4. Indemnification for Expenses of a Witness.
Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness,
or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he shall be indemnified
against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.


 


5. Advancement of Expenses. Notwithstanding
any other provision of this Agreement, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with
any Proceeding by reason of Indemnitee’s Corporate Status 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 incurred by Indemnitee and shall include or be preceded
or accompanied by a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined
that Indemnitee is not entitled to be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5
shall be unsecured and interest free.


 


6. Procedures and Presumptions for Determination
of Entitlement to Indemnification. It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are as favorable
as may be permitted under the Maryland REIT Law and MGCL and public policy of the State of Maryland. Accordingly, the parties agree that
the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee is entitled to indemnification
under this Agreement:


 


(a) To obtain indemnification under this Agreement, 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 such a request for indemnification, advise the Board in writing that Indemnitee has requested
indemnification. Notwithstanding the foregoing, any failure of Indemnitee to provide such a request to the Company, or to provide such
a request in a timely fashion, shall not relieve the Company of any liability that it may have to Indemnitee unless, and to the extent
that, such failure actually and materially prejudices the interests of the Company.


 






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(b) Upon written request by Indemnitee for
indemnification pursuant to the first sentence of Section 6(a) hereof, a determination with respect to Indemnitee’s
entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Board:
(1) by a majority vote of the disinterested Trustees, even though less than a quorum, (2) by a committee of disinterested trustees
designated by a majority vote of the disinterested trustees, even though less than a quorum, (3) if there are no disinterested trustees
or if the disinterested trustees so direct, by independent legal counsel in a written opinion to the Board, a copy of which shall be delivered
to the Indemnitee, or (4) if so directed by the Board, by the shareholders of the Company. For purposes hereof, disinterested trustees
are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought by
Indemnitee.


 


(c) If the determination of entitlement to
indemnification is to be made by Independent Counsel (as hereinafter defined) pursuant to Section 6(b) hereof, the Independent
Counsel shall be selected as provided in this Section 6(c). The Independent Counsel shall be selected by the Board. Indemnitee
may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company, 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 13 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 twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof,
no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a Maryland court of
competent jurisdiction for resolution of any objection which shall have been made by the Indemnitee to the Company’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 under Section 6(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel
incurred by such Independent Counsel in connection with acting pursuant to Section 6(b) hereof, and the Company shall
pay all reasonable fees and expenses incident to the procedures of this Section 6(c), regardless of the manner in which such
Independent Counsel was selected or appointed.


 


(d) 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. Anyone seeking to overcome this presumption shall have the burden of
proof and the burden of persuasion by clear and convincing evidence that either: (1) the act or omission of the Indemnitee was
material to the matter giving rise to the claim for which Indemnitee is seeking indemnification, and either (a) was committed
in bad faith or (b) was the result of active and deliberate dishonesty; (2) the Indemnitee actually received an improper
personal benefit in money, property or services; or (3) in the case of any criminal proceeding, the Indemnitee had reasonable
cause to believe that the act or omission was unlawful. Neither the failure of the Company (including by its trustees or independent
legal 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 its trustees or independent legal 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.


 






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(e) 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 Enterprise (as hereinafter defined), including
financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on
the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent
certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge
and/or actions, or failure to act, of any trustee, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for
purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 6(e) 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 unless such presumption has been overcome as set forth in Section 6(d).
Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.


 


(f) If the person, persons or entity empowered
or selected under Section 6 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) a 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 such determination with respect to entitlement to indemnification in good faith requires such additional time to obtain or evaluate
documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 6(f) shall
not apply if the determination of entitlement to indemnification is to be made by the shareholders pursuant to Section 6(b) of
this Agreement and if (A) within fifteen (15) days after receipt by the Company of the request for such determination, the Board
or the Disinterested Trustees (as hereinafter defined), if appropriate, resolve to submit such determination to the shareholders for their
consideration at an annual meeting thereof to be held within seventy-five (75) days after such receipt and such determination is made
thereat, or (B) a special meeting of shareholders is called within fifteen (15) days after such receipt for the purpose of making
such determination, such meeting is held for such purpose within sixty (60) days after having been so called and such determination is
made thereat.


 


(g) 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, member of the Board or stockholder of the Company shall act reasonably and in good faith in making a determination regarding
the Indemnitee’s entitlement to indemnification under this Agreement. Any 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.


 






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(h) The Company acknowledges that a settlement
or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption
and uncertainty. In the event that any action, claim or proceeding to which Indemnitee is a party is resolved in any manner other than
by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without
payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such action,
suit or proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and
convincing evidence.


 


(i) 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.


 


7. Remedies of Indemnitee.


 


(a) In the event that (i) a determination
is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement
of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification
is made pursuant to Section 6(b) of this Agreement within ninety (90) days after receipt by the Company of the request
for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within ten (10) days after receipt
by the Company of a written request therefor or (v) payment of indemnification is not made within ten (10) 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 6
of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Maryland, or in any other
court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification. Indemnitee shall commence such proceeding
seeking an adjudication within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant
to this Section 7(a). The Company shall not oppose Indemnitee’s right to seek any such adjudication.


 






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(b) In the event that a determination shall
have been made pursuant to Section 6(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial
proceeding commenced pursuant to this Section 7 shall be conducted in all respects as a de novo trial on the merits, and Indemnitee
shall not be prejudiced by reason of the adverse determination under Section 6(b).


 


(c) If a determination shall have been made
pursuant to Section 6(b) 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 7, absent (i) a misstatement by Indemnitee
of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading in connection
with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.


 


(d) In the event that Indemnitee, pursuant
to this Section 7, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement,
or to recover under any trustees’ and officers’ liability insurance policies maintained by the Company, the Company shall
pay on his behalf, in advance, any and all expenses (of the types described in the definition of Expenses in Section 13 of
this Agreement) actually and reasonably incurred by him in such judicial adjudication, regardless of whether Indemnitee ultimately is
determined to be entitled to such indemnification, advancement of expenses or insurance recovery.


 


(e) The Company shall be precluded from asserting
in any judicial proceeding commenced pursuant to this Section 7 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.
The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days
after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such expenses to Indemnitee,
which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the
Company under this Agreement or under any trustees’ and officers’ liability insurance policies maintained by the Company,
regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance
recovery, as the case may be.


 


(f) Notwithstanding anything in this Agreement
to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the
final disposition of the Proceeding.


 


8. Non-Exclusivity; Survival of Rights; Insurance,
Primacy of Indemnification; Subrogation.


 


(a) The rights of indemnification 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 Declaration of Trust, as amended, of the Company, the By-laws, any agreement, a vote of shareholders, a
resolution of trustees of the Company, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof
shall limit or restrict any right of Indemnitee under this Agreement in respect of 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 the MGCL, whether by statute or
judicial decision, permits greater indemnification than would be afforded currently under the By-laws and this Agreement, it is the
intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. 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.


 






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(b) To the extent that the Company maintains
an insurance policy or policies providing liability insurance for trustees, officers, employees, or agents or fiduciaries of the Company
or of any other corporation, partnership, REIT, joint venture, trust, employee benefit plan or other enterprise that 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 trustee, officer, employee, agent or fiduciary under such policy or policies. If, at
the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has trustee and officer liability insurance in
effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures
set forth in the respective policies. The Company shall thereafter take all necessary or desirable actions to cause such insurers to pay,
on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.


 


(c) The Company hereby acknowledges that Indemnitee
has certain rights to indemnification, advancement of expenses and/or insurance provided by ARGO and certain of its affiliates
(collectively, the “Purchaser Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first
resort (i.e., its obligations to Indemnitee are primary and any obligation of the Purchaser Indemnitors to advance expenses or to provide
indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance
the full amount of expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, fines
and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the Declaration of Trust,
as amended, or By-laws of the Company (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee
may have against the Purchaser Indemnitors, and, (iii) that it irrevocably waives, relinquishes and releases the Purchaser Indemnitors
from any and all claims against the Purchaser Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof.
The Company further agrees that no advancement or payment by the Purchaser Indemnitors on behalf of Indemnitee with respect to any claim
for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Purchaser Indemnitors shall have a
right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee
against the Company. The Company and Indemnitee agree that the Purchaser Indemnitors are express third party beneficiaries of the terms
of this Section 8(c).


 


(d) Except as provided in paragraph (c) above,
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 (other than against the Purchaser Indemnitors), who shall execute all papers required and take all action necessary
to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.


 






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(e) Except as provided in paragraph (c) above,
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.


 


(f) Except as provided in paragraph (c) above,
the Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company
as a trustee, officer, employee or agent of any other corporation, partnership, REIT, joint venture, trust, employee benefit plan or other
enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from such other
corporation, partnership, REIT, joint venture, trust, employee benefit plan or other enterprise.


 


9. Exception to Right of Indemnification.
Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection
with any claim made against Indemnitee:


 


(a) for which payment has actually been made
to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount
paid under any insurance policy or other indemnity provision, provided, that the foregoing shall not affect the rights of Indemnitee or
the Purchaser Indemnitors set forth in Section 8(c) above; or


 


(b) for an accounting of profits made from
the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of
the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or


 


(c) in connection with any Proceeding (or
any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee
against the Company or its trustees, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or
any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant
to the powers vested in the Company under applicable law.


 


10. Duration of Agreement. All agreements
and obligations of the Company contained herein shall continue during the period Indemnitee is an officer or trustee of the Company (or
is or was serving at the request of the Company as a trustee, officer, employee or agent of another corporation, partnership, REIT, joint
venture, trust or other enterprise) and shall continue thereafter so long as Indemnitee shall be subject to any Proceeding (or any proceeding
commenced under Section 7 hereof) by reason of his Corporate Status, whether or not he is acting or serving in any such capacity
at the time any liability or expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall
be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct
or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company),
assigns, spouses, heirs, executors and personal and legal representatives.


 






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11. Security. To the extent requested by Indemnitee
and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations
hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee,
may not be revoked or released without the prior written consent of the Indemnitee.


 


12. Enforcement.


 


(a) The Company expressly confirms and agrees
that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an
officer or trustee of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer
or trustee of the Company.


 


(b) This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings,
oral, written and implied, between the parties hereto with respect to the subject matter hereof.


 


(c) The Company shall not seek from a court,
or agree to, a “bar order” which would have the effect, of prohibiting or limiting the Indemnitee’s rights to receive
advancement of expenses which Indemnitee is entitled to receive under Section 5 of this Agreement.


 


13. Definitions. For purposes of this Agreement:


 


(a) “Corporate Status”
describes the status of a person who is or was a trustee or officer of the Company or of any other corporation, partnership, REIT, joint
venture, trust, employee benefit plan or other enterprise that such person is or was serving at the express written request of the Company.


 


(b) “Disinterested Trustee”
means a trustee of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.


 


(c) “Enterprise” shall
mean the Company and any other corporation, partnership, REIT, joint venture, trust, employee benefit plan or other enterprise that Indemnitee
is or was serving at the express written request of the Company as a trustee, officer, employee, agent or fiduciary.


 


(d) “Expenses” shall
include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel
expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other
disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or
defend, investigating, participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a
request to provide discovery in any Proceeding. Expenses also shall include Expenses incurred in connection with any appeal
resulting from any Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or
deemed receipt of any payments under this Agreement, including without limitation the premium, security for, and other costs
relating to any cost bond, supersede as bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts
paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


 






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(e) “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 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.


 


(f) “Maryland REIT Law” means
Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland.


 


(g) “Proceeding” includes
any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative
hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise and whether
civil, criminal, administrative or investigative, in which Indemnitee was, is or will be involved as a party or otherwise, by reason of
such Indemnitee’s Corporate Status, by reason of any action taken by such Indemnitee or of any inaction on such Indemnitee’s
part while acting in such Indemnitee’s Corporate Status, or by reason of the fact that he is or was serving at the request of the
Company as a trustee, officer, employee, agent or fiduciary of another corporation, partnership, REIT, joint venture, trust or other Enterprise;
in each case whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification
can be provided under this Agreement; including one pending on or before the date of this Agreement, but excluding one initiated by an
Indemnitee pursuant to Section 7 of this Agreement to enforce his rights under this Agreement.


 


14. Severability. The invalidity or unenforceability
of any provision hereof shall in no way affect the validity or enforceability of any other provision. Further, the invalidity or unenforceability
of any provision hereof as to either Indemnitee or Appointing Stockholder shall in no way affect the validity or enforceability of any
provision hereof as to the other.


 






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Without limiting the generality of the foregoing, this Agreement is
intended to confer upon Indemnitee and Appointing Stockholder indemnification rights to the fullest extent permitted by applicable laws.
In the event any provision hereof conflicts with any applicable law, such provision shall be deemed modified, consistent with the aforementioned
intent, to the extent necessary to resolve such conflict.


 


15. Modification and Waiver. No supplement,
modification, termination 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.


 


16. Notice By Indemnitee. Indemnitee agrees
promptly to notify the Company in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint, indictment,
information or other document relating to any Proceeding or matter which may be subject to indemnification covered hereunder. The failure
to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise
unless and only to the extent that such failure or delay actually and materially prejudices the interests of the Company.


 


17. Notices. All notices and other communications
given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to
the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient,
and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified
mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier,
specifying next day delivery, with written verification of receipt. All communications shall be sent:


 


(a) To Indemnitee at the address set forth
below Indemnitee’s signature hereto.


(b) To the Company at:


Four Springs Capital Trust


1901 Main Street


Lake Como, NJ 07719


 


or to such other address as may have been furnished to Indemnitee by
the Company or to the Company by Indemnitee, as the case may be.


 


18. Counterparts. This Agreement may be executed
in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.
This Agreement may also be executed and delivered by electronic mail (including pdf) or facsimile signature and in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


 






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19. 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.


 


20. Governing Law and Consent to Jurisdiction.
This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws
of the State of Maryland, without regard to its conflict of laws rules. The Company and Indemnitee hereby irrevocably and unconditionally
(i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in a Court of the
State of Maryland (the “Maryland Courts”), and not in any other state or federal court in the United States of America
or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Maryland Courts for purposes of any
action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any
such action or proceeding in the Maryland Courts, and (iv) waive, and agree not to plead or to make, any claim that any such action
or proceeding brought in the Maryland Courts has been brought in an improper or inconvenient forum.


 


SIGNATURE PAGE TO FOLLOW


 






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


 


	 	COMPANY
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	 
	 	INDEMNITEE
	 	 
	 	Name:
	 	Address:
	 	With a copy (which shall not constitute notice) to:


 


SIGNATURE PAGE TO INDEMNIFICATION AGREEMENT