Exhibit 10.54


 


FORM OF


 


INDEMNIFICATION AGREEMENT


 


THIS INDEMNIFICATION
AGREEMENT (this “Agreement”) is made and entered into as of _____________, by and between Gadsden Growth
Properties, Inc., a Maryland corporation (the “Company”), and the undersigned individual (“Indemnitee”).


 


WITNESSETH THAT:


 


WHEREAS, highly competent
persons have become more reluctant to serve corporations as directors, officers 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 corporation;


 


WHEREAS, the Board of Directors
of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals,
the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the
Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread
practice among United States-based corporations and other business enterprises, the Company believes that, given current market
conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At
the same time, directors, officers, and other persons in service to corporations 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 Articles of Incorporation of the Company (the “Charter”)
and the By-laws of the Company (the “By-laws”) require indemnification of the officers and directors of
the Company. Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Maryland
(“MGCL”). The Charter, 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
with respect to indemnification;


 


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


 


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
stockholders 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 law so that they will serve or continue to serve the Company free from undue concern
that they will not be so indemnified;


 


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


 




     


     


    

 


Indemnification
Agreement




 


WHEREAS, Indemnitee does
not regard the protection available under the Charter, the By-laws or insurance as adequate in the present circumstances, and may
not be willing to serve as an officer or director, or in any similar capacity, 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.


 


NOW, THEREFORE, in consideration
of Indemnitee’s agreement to serve as a director of the Company 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 not prohibited by
law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality
thereof:


 


(a)          Indemnitee
shall be entitled to the rights of indemnification provided in this Section 1(a) if, by reason of his Corporate Status (as hereinafter
defined), Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) 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), liability and loss (including judgments, fines, ERISA excise taxes or penalties, amounts
paid or to be paid in settlement, and any interest, assessments, or other charges imposed on any such amounts, and any federal,
state, local, or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement)
(collectively, “Liabilities”) actually and reasonably incurred by him, or on his behalf, in connection with
such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably
believed to be in or not opposed to the interests of the Company and with respect to any criminal Proceeding, had no reasonable
cause to believe Indemnitee’s conduct was unlawful, it being acknowledged that any action taken by the Indemnitee upon the
advice of counsel shall provide a rebuttable presumption that such action was not opposed to the interests of the Company or that
Indemnitee had no reasonable cause to believe his conduct was unlawful.


 


(b)          Indemnitee
shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, 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 incurred by Indemnitee, or on Indemnitee’s
behalf, in connection with such Proceeding if Indemnitee acted in good faith; 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 an appropriate court located in the
State of Maryland, or any other court of competent jurisdiction, shall determine that such indemnification may be made.


 


(c)          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, Indemnitee shall be indemnified to the maximum extent not prohibited by law, against
all Expenses actually and reasonably incurred by Indemnittee or on the Indemnitee’s behalf in connection therewith. If Indemnitee
is not wholly successful in such Proceeding because of a violation of law 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 1 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
the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses
and Liabilities, but not, however, for the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the
portion thereof to which the Indemnitee is entitled.


 




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Indemnification
Agreement


 


2.           Additional
Indemnity.


 


(a)          In
addition to, and without regard to any limitations on, the indemnification provided for in Section 1, 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, without limitation, 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.


 


(b)          In
addition to, and without regard to any limitations on, the indemnification provided for in Section 1, in the event that the
Company provides rights to any person by reason of their Corporate Status or otherwise incurs a similar indemnification obligation
to any individual or entity that provides any greater rights to such indemnified individual or entity than the rights provided
to Indemnitee, then without any further action by any party to this Agreement, the Indemnitee shall be provided such greater rights.


 


(c)          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) to be unlawful.


 


3.           Contribution.


 


(a)          Whether
or not the indemnification provided in Sections 1 or 2 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 (i) such settlement
provides for a full and final release of all claims asserted against Indemnitee, (ii) the Indemnitee engaged in willful misconduct
that violates applicable law or gross negligence, or (iii) the Indemnity consents to such settlement.


 


(b)          Without
diminishing or impairing the obligations of the Company set forth in Section 3(a), 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, without limitation, attorneys’ fees and disbursements), 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, directors 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 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, directors 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 events that resulted in such expenses, judgments, fines or settlement amounts, as well as any other equitable considerations
which the Law may require to be considered. The relative fault of the Company and all officers, directors 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.


 




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Indemnification
Agreement


 


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


 


(d)          To
the fullest extent not prohibited under 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 directors, 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 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, including without limitation,
any retainers or similar payments or deposits, 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 an 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 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.


 




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Indemnification
Agreement


 


(b)          Upon
written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a), a determination, if required
by law, 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 Directors, even though less than
a quorum, (2) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though
less than a quorum, (3), if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Legal
Counsel (as defined below) in written advice to the Board, a copy of which shall be delivered to Indemnitee, or (4) if so directed
by the Board, by the stockholders of the Company.


 


(c)          If
the determination of entitlement to indemnification is to be made by Independent Legal Counsel pursuant to Section 6(b), the
Independent Legal Counsel shall be selected as provided in this Section 6(c). The Independent Legal 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 Legal Counsel so selected does not meet the requirements of “Independent Legal Counsel”
as defined in Section 13, 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 Legal Counsel. If a written objection is made and
substantiated, the Independent Legal Counsel selected may not serve as Independent Legal 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), no Independent Legal Counsel shall have been selected and
not objected to, either the Company or Indemnitee may petition the Maryland Court or other court of competent jurisdiction for
resolution of any objection which shall have been made by Indemnitee to the Company’s selection of Independent Legal Counsel
and/or for the appointment as Independent Legal 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
Legal Counsel under Section 6(b). The Company shall pay any and all reasonable fees and expenses of Independent Legal Counsel
incurred by such Independent Legal Counsel in connection with acting pursuant to Section 6(b), 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
Legal 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. Neither the failure of the Company
(including, without limitation, by its directors 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, without limitation, by its directors 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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Indemnification
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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, without limitation, 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 director,
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. 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 this 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 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 stockholders pursuant to Section 6(b) and if (A) within fifteen (15) days after receipt by the Company of the
request for such determination, the Board or the Disinterested Directors, if appropriate, resolve to submit such determination
to the stockholders 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 stockholders 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, without limitation, 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 Legal Counsel, member of the Board or stockholder of
the Company shall act reasonably and in good faith in making a determination regarding Indemnitee’s entitlement to indemnification
under this Agreement. Any costs or expenses (including, without limitation, 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.


 


(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.


 




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Indemnification
Agreement


 


7.           Remedies
of Indemnitee.


 


(a)          In
the event that (i) a determination is made pursuant to Section 6 that Indemnitee is not entitled to indemnification under
this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5, (iii) no determination of entitlement
to indemnification is made pursuant to Section 6(b) 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,
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 one hundred and eighty (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.


 


(b)          In
the event that a determination shall have been made pursuant to Section 6(b) 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) 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 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 directors’ 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) 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 court having jurisdiction
over such proceeding 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 therefore) 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 directors’ 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.


 




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Indemnification
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(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; Subrogation; No Presumption.


 


(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 law, the Charter, the By-laws, any agreement, a vote of stockholders, a resolution of directors 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 or other law, whether by statute or judicial decision,
permits greater indemnification than would be afforded currently under the Charter, 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.


 


(b)          To
the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees,
or agents or fiduciaries of the Company or of any other corporation, partnership, 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 director, 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 director 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 action 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. In connection with any sale of the Company, including any merger,
the Company shall use its reasonable commercial efforts to maintain an insurance policy for a reasonable period or “tail”
after the closing date of such sale or merger.


 


(c)          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 necessary to enable the Company to bring suit to enforce such rights.


 


(d)          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.


 


(e)          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 director, officer, employee or agent of any other corporation, partnership, 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, joint venture, trust, employee benefit plan or other enterprise.


 




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Indemnification
Agreement


 


(f)           For
purposes of this Agreement, to the fullest extent permitted by law, the termination of any Proceeding, action, suit or claim, by
judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent,
shall not create a presumption that the Indemnitee did not meet any particular standard of conduct or have any particular belief
or that a court has determined that indemnification is not permitted by applicable law.


 


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; 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 directors, 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 law.


 


10.         Duration
of Agreement. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is
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), plus three (3) years thereafter, and shall continue in all
events thereafter so long as Indemnitee shall be subject to any Proceeding (or any proceeding commenced under Section 7) by
reason of his Corporate Status, not matter when instituted, 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. Notwithstanding the foregoing,
no legal action shall be brought and no cause of action shall be asserted by or on behalf of the Company or any affiliate of the
Company against the Indemnitee, the Indemnitee’s spouse, heirs, executors or personal or legal representatives after the
expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company or its
affiliate shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such period;
provided, however, that if any shorter statute of limitations is otherwise applicable to any such cause of action, such shorter
statute of limitations shall govern.


 


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 Indemnitee.


 




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Indemnification
Agreement


 


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 director of the Company, and the Company acknowledges that Indemnitee is
relying upon this Agreement in serving as an officer or director 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.


 


13.         Definitions.
For purposes of this Agreement


 


(a)          “Corporate
Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company,
a subsidiary of the Company or of any other corporation, partnership, limited liability company, joint venture, trust, employee
benefit plan or other enterprise that such person is or was serving at the express written request of the Company. For the avoidance
of doubt, “Corporate Status” does not include the status of a person described in the foregoing sentence in his or
her role as a representative of any stockholder of the Company.


 


(b)          “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.


 


(c)          “Enterprise”
shall mean the Company and any other corporation, partnership, limited liability company, 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 director, officer,
employee, agent or fiduciary.


 


(d)          “Expenses”
shall include all attorneys’ fees, disbursements, 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. Expenses also shall include Expenses
incurred in connection with any appeal resulting from any Proceeding, 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.


 


(e)          “Independent
Legal 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 Legal 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 Legal 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.


 




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Indemnification
Agreement


 


(f)           “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 the fact that Indemnitee is or was an officer or director of the Company, by reason of any
action taken by him or of any inaction on his part while acting as an officer or director of the Company, or by reason of the fact
that he is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary of another corporation,
partnership, limited liability company, 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 Section 7
to enforce his rights under this Agreement.


 


14.         Severability.
The invalidity of unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.
Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights to
the fullest extent permitted by law. In the event any provision hereof conflicts with any 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 materially
prejudices 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 such
address is so provided under this Section 17 and 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
signature hereto.



 


		(b)	To the Company at:



 


Gadsden Growth Properties, Inc.


15150 N. Hayden Road, Suite 225


Scottsdale, Arizona 85260


Tel: (480) 750-8700


Attention: Chairman
of the Board


 




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Indemnification
Agreement


 


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; provided, that any
notice providing such other address shall be effective only if such notice expressly references this Agreement and this Section
17.


 


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 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.


 


19.         Headings.
The headings of the Sections 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.         Arbitration.
Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation
or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined
by arbitration in Scottsdale, Arizona if the Indemnitee commences the action or proceeding or the State of domicile of the Indemnitee
if the Company commences the action or proceeding, in each case, before three arbitrators. The arbitration shall be administered
by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those
Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking
provisional remedies in aid of arbitration from a court of appropriate jurisdiction and shall not remove the exclusive jurisdiction
of the Maryland Court to the extent such court has exclusive jurisdiction with respect to any action or proceeding relating to
this Agreement or the subject matter of this Agreement.


 


21.         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, subject to the provisions of Section 20, any action or proceeding
arising out of or in connection with this Agreement shall be brought and maintained only in the Maryland Court, and not in any
other state or federal court in the United States of America or any court in any other country, unless the Maryland Court is unable
to adjudicate such action or proceeding, whereupon such action or proceeding may be brought and maintained in any court of competent
jurisdiction, (ii) consent to submit to the exclusive jurisdiction of the Maryland Court for purposes of any action or proceeding
arising out of or in connection with this Agreement, unless such action or proceeding is brought or maintained in another court
as provided in clause (i) above, (iii) appoint, to the extent such party is not otherwise subject to service of process in
the State of Maryland, irrevocably the Maryland Court as its agent in the State of Maryland as such party’s agent for acceptance
of legal process in connection with any such action or proceeding against such party with the same legal force and validity as
if served upon such party personally within the State of Maryland, (iv) waive any objection to the laying of venue of any such
action or proceeding in the Maryland Court, unless such action or proceeding is brought or maintained in another court as provided
in clause (i) above, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought
in the Maryland Court has been brought in an improper or inconvenient forum, unless such action or proceeding is brought or maintained
in another court as provided in clause (i) above.


 


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


 


	 	COMPANY
	 	 
	 	GADSDEN GROWTH PROPERTIES, INC.
	 	 	 
	 	By:	 
	 	 	Name: John Hartman
	 	 	Title: Chief Executive Officer
	 	 	 
	 	INDEMNITEE
	 	 	 
	 	By:	     
	 	 	 
	 	Name:	 
	 	 	 
	 	Address: 
	 	 
	 	Current Position:
	 	 	 
	 	Phone: 	 
	 	 	 
	 	Fax: 	 
	 	 	 
	 	Email: 	 


 


[Signature Page - Gadsden Growth Properties,
Inc. - Indemnification Agreement]