Exhibit 10.25


 


FORM OF INDEMNIFICATION AGREEMENT


 


This
Indemnification Agreement (“Agreement”) is made as of [
                  ],
2010 by and between Aeroflex Holding Corp., a Delaware corporation (the “Company”),
and
[                                 ]
(“Indemnitee”).


 


RECITALS


 


WHEREAS,
highly competent persons have become more reluctant to serve publicly-held
corporations as directors or officers 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 and officers 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 Amended and Restated Certificate of Incorporation of the Company
(the “Certificate of Incorporation”) requires indemnification of the directors,
observers and officers of the Company.  Indemnitee
may also be entitled to indemnification pursuant to the General Corporation Law
of the State of Delaware (“DGCL”).  The
Certificate of Incorporation and the DGCL 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
directors, observers and officers with respect to indemnification;


 


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


 


WHEREAS,
the Board has determined that the increased difficulty in attracting and
retaining directors and officers is detrimental to the best interests of the
Company and its 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, directors
and officers to the fullest extent permitted by applicable law so that they
will serve or continue to serve the Company free from undue concern that they
will not be so indemnified;


 


WHEREAS,
pursuant to the Limited Liability Company Operating Agreement of VGG Holding,
LLC, dated as of August 15, 2007, as amended to date (the “VGG Agreement”),


 

















 


The
Veritas Capital Fund III, L.P. and AX Holding LLC have the right to appoint not
more than three board observers (each an “Observer”) to attend meetings of the
Board;


 


WHEREAS,
the Board has determined that it is reasonable and prudent for the Company
contractually to obligate itself to indemnify, and to advance expenses on
behalf of, Observers to the fullest extent permitted by applicable law; and


 


WHEREAS,
this Agreement is a supplement to and in furtherance of the Certificate of
Incorporation and any resolutions adopted pursuant thereto, and shall not be
deemed a substitute therefor, nor to diminish or abrogate any rights of
Indemnitee thereunder.


 


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


 


Section 1.               Services to the Company as a
Director or Officer; Observer Status.  [Indemnitee agrees to serve as a director or
officer of the Company; provided, that Indemnitee may at any time and for any
reason resign from such position (subject to any other contractual obligation
or any obligation imposed by operation of law), in which event the Company
shall have no obligation under this Agreement to continue Indemnitee in such
position; and, provided, further, that, except as may be created by any other
contractual obligation or any obligation imposed by operation of law, nothing
contained herein shall be interpreted to create a right to serve as director or
officer in favor of Indemnitee.]  [Any
observer rights of Indemnitee shall be as set forth in the VGG Agreement and
nothing contained herein shall be interpreted to create any observer rights in
favor of Indemnitee.]  The foregoing
notwithstanding, this Agreement shall continue in force after Indemnitee has
ceased to serve as a director or officer of the Company, to act as an Observer,
or to serve at the request of the Company as a director, officer, employee,
agent or fiduciary of another corporation, partnership, joint venture, trust or
other enterprise, as provided in Section 16 hereof.


 


Section 2.               Definitions.  As used in this Agreement:


 


(a)           “Change in Control” shall be
deemed to occur upon the earliest to occur after the date of this Agreement of
any of the following events:


 


i.              Acquisition of
Stock by Third Party.  (A) Any
Person (as defined below) other than The Veritas Capital Fund III, L.P., Golden
Gate Private Equity, Inc. or GS Direct, L.L.C. or their respective
affiliates (collectively, the “Sponsors”) is or becomes the Beneficial Owner
(as defined below), directly or indirectly, of securities of the Company
representing thirty five percent (35%) or more of the combined voting power of
the Company’s then outstanding securities; or (B) any of the Sponsors
and/or its affiliates is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company representing fifty percent (50%) or
more of the combined voting power of the Company’s then outstanding securities;


 


ii.             Change in Board of Directors.  During any period of two (2) consecutive
years (not including any period prior to the execution of this Agreement),
individuals who at the beginning of such period constitute the Board, and any
new director (other than a director designated by a person who has entered into
an agreement with the Company to effect a transaction described in Sections
2(a)(i), 2(a)(iii) or 2(a)(iv)) whose election by the


 


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Board
or nomination for election by the Company’s stockholders was approved by a vote
of at least two-thirds of the directors then still in office who either were
directors at the beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to constitute at
least a majority of the members of the Board;


 


iii.            Corporate Transactions.  The effective date of a merger or
consolidation of the Company with any other entity, other than a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior to such merger or consolidation continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) more than 51% of the combined voting power
of the voting securities of the surviving entity outstanding immediately after
such merger or consolidation and with the power to elect at least a majority of
the board of directors or other governing body of such surviving entity;


 


iv.            Liquidation.  The approval by the stockholders of the
Company of a complete liquidation of the Company or an agreement for the sale
or disposition by the Company of all or substantially all of the Company’s
assets; and


 


v.             Other Events.  There occurs any other event of a nature that
would be required to be reported in response to Item 6(e) of Schedule 14A
of Regulation 14A (or a response to any similar item on any similar schedule or
form) promulgated under the Exchange Act (as defined below), whether or not the
Company is then subject to such reporting requirement.


 


For
purposes of this Section 2(a), the following terms shall have the
following meanings:


 


(A)          “Person” shall have the
meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act;
provided, however, that Person shall exclude (i) the
Company, (ii) any trustee or other fiduciary holding securities under an
employee benefit plan of the Company, and (iii) any corporation owned,
directly or indirectly, by the stockholders of the Company in substantially the
same proportions as their ownership of stock of the Company.


 


(B)           “Beneficial Owner” shall
have the meaning given to such term in Rule 13d-3 under the Exchange Act; provided,
however, that Beneficial Owner shall exclude any Person otherwise
becoming a Beneficial Owner solely by reason of the stockholders of the Company
approving a merger of the Company with another entity.


 


(b)           “Corporate Status” describes
the status of a person who is or was a director, trustee, partner, managing
member, officer, employee, agent or fiduciary of the Company or of any other
corporation, limited liability company, partnership or joint venture, trust or
other enterprise which such person is or was serving at the request of the
Company, or an Observer.


 


(c)           “Disinterested Director”
shall mean 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.


 


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(d)           “Enterprise” shall mean the
Company and any other corporation, limited liability company, partnership,
joint venture, trust or other enterprise of which Indemnitee is or was serving
at the request of the Company as a director, trustee, partner, managing member,
officer, employee, agent or fiduciary.


 


(e)           “Exchange Act” shall mean
the Securities Exchange Act of 1934, as amended.


 


(f)            “Expenses” shall include all
reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts
and other professionals, witness fees, travel expenses, duplicating costs,
printing and binding costs, telephone charges, postage, delivery service fees,
fax transmission charges, secretarial services, 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, ERISA excise taxes and penalties, and all
other disbursements, obligations or expenses of the types customarily incurred
in connection with, or as a result of, prosecuting, defending, preparing to
prosecute or defend, investigating, being or preparing to be a deponent or
witness in, or otherwise participating in, a Proceeding.  Expenses also shall include (i) 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, supersedeas bond, or other appeal bond or its equivalent, (ii) expenses
incurred in connection with recovery under any directors’ and officers’
liability insurance policies maintained by the Company, regardless of whether
the Indemnitee is ultimately determined to be entitled to such indemnification,
advancement or Expenses or insurance recovery, as the case may be, and (iii) for
purposes of Section 13(d) only, Expenses incurred by or on behalf of
Indemnitee in connection with the interpretation, enforcement or defense of
Indemnitee’s rights under this Agreement, by litigation or otherwise.  The parties agree that for the purposes of
any advancement of Expenses for which Indemnitee has made written demand to the
Company in accordance with this Agreement, all Expenses included in such demand
that are certified by affidavit of Indemnitee’s counsel as being reasonable
shall be presumed conclusively to be reasonable.  Expenses, however, shall not include amounts
paid in settlement by Indemnitee or the amount of judgments or fines against
Indemnitee.


 


(g)           “Independent Counsel” shall
mean a law firm, or a member of a law firm, that is experienced in matters of
corporation law and neither presently is, nor in the past five years has been,
retained to represent:  (i) the
Company or Indemnitee in any matter material to either such party (other than
with respect to matters concerning the Indemnitee under this Agreement, or of
other indemnitees under similar indemnification agreements); or (ii) any
other party to the Proceeding giving rise to a claim for indemnification
hereunder.  Notwithstanding the
foregoing, the term “Independent Counsel” shall not include any person who,
under the applicable standards of professional conduct then prevailing, would
have a conflict of interest in representing either the Company or Indemnitee in
an action to determine Indemnitee’s rights under this Agreement.  The Company agrees to pay the reasonable fees
and expenses 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.


 


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(h)           The term “Proceeding” shall
include any threatened, pending or completed action, suit, claim, counterclaim,
cross-claim, arbitration, mediation, alternate dispute resolution mechanism,
investigation, inquiry, administrative hearing or any other actual, threatened
or completed proceeding, whether brought in the right of the Company or
otherwise and whether of a civil, criminal, administrative, regulatory,
legislative or investigative nature, formal or informal, including any appeal
therefrom in which Indemnitee was, is or will be involved as a party, potential
party, non-party witness or otherwise by reason of the fact that Indemnitee is
or was a director or officer of the Company, or an Observer, by reason of any
action taken by him or of any inaction on his part while acting as director or
officer of the Company or as an Observer, or by reason of the fact that he is
or was serving at the request of the Company as a director, officer, employee
or agent of another corporation, limited liability company, partnership, joint
venture, trust or other enterprise, in each case whether or not serving in such
capacity at the time any liability or Expense is incurred for which
indemnification, reimbursement, or advancement of Expenses can be provided
under this Agreement.  If the Indemnitee
believes in good faith that a given situation may lead to or culminate in the
institution of a Proceeding, this shall be considered a Proceeding under this
paragraph.


 


(i)            Reference to “other
enterprise” shall include employee benefit plans; references to “fines” shall
include any excise tax assessed with respect to any employee benefit plan;
references to “serving at the request of the Company” shall include any service
as a director, officer, employee or agent of the Company which imposes duties
on, or involves services by, such director, officer, employee or agent with
respect to an employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner he reasonably believed to be in
the best interests of the participants and beneficiaries of an employee benefit
plan shall be deemed to have acted in a manner “not opposed to the best
interests of the Company” as referred to in this Agreement.


 


Section 3.               Indemnity in Third-Party
Proceedings.  The Company
shall indemnify Indemnitee in accordance with the provisions of this Section 3
if Indemnitee is, or is threatened to be made, a party to or a participant in
any Proceeding, other than a Proceeding by or in the right of the Company to
procure a judgment in its favor. 
Pursuant to this Section 3, Indemnitee shall be indemnified to
the fullest extent permitted by applicable law against all Expenses, judgments,
liabilities, penalties, fines and amounts paid in settlement (including all
interest, assessments and other charges paid or payable in connection with or
in respect of such Expenses, judgments, liabilities, penalties, fines and
amounts paid in settlement) actually and reasonably incurred by Indemnitee 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 he reasonably
believed to be in or not opposed to the best interests of the Company and, in
the case of a criminal Proceeding, had no reasonable cause to believe that his
conduct was unlawful.  The parties hereto
intend that this Agreement shall provide to the fullest extent permitted by law
for indemnification in excess of that expressly permitted by statute,
including, without limitation, any indemnification provided by the Certificate
of Incorporation, the Bylaws of the Company (the “Bylaws”), vote of its
stockholders or Disinterested Directors or applicable law.


 


Section 4.               Indemnity in Proceedings by
or in the Right of the Company.  The Company shall indemnify Indemnitee in
accordance with the provisions of this Section 4 if Indemnitee is, or is
threatened to be made, a party to or a participant in any Proceeding by or in


 


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the right of the Company to procure a judgment in
its favor.  Pursuant to this Section 4, Indemnitee
shall be indemnified to the fullest extent permitted by applicable law against
all Expenses 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 he reasonably believed to be in
or not opposed to the best interests of the Company.  If applicable law so provides, no
indemnification for Expenses shall be made under this Section 4 in respect
of any claim, issue or matter as to which Indemnitee shall have been finally
adjudged by a court to be liable to the Company, unless and only to the extent
that the Chancery Court of the State of Delaware (the “Delaware Court”) or any
court in which the Proceeding was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, Indemnitee is fairly and reasonably entitled to
indemnification.


 


Section 5.               Indemnification for Expenses
of a Party Who is Wholly or Partly Successful.  Notwithstanding any other provisions of this
Agreement, to the fullest extent permitted by applicable law and to the extent
that Indemnitee is a party to (or a participant in) and is successful, on the
merits or otherwise, in any Proceeding or in defense of any claim, issue or
matter therein, in whole or in part, the Company shall indemnify Indemnitee
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 or
related to each successfully resolved claim, issue or matter to the fullest
extent permitted by law.  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.


 


Section 6.               Indemnification For Expenses
of a Witness. 
Notwithstanding any other provision of this Agreement, to the fullest
extent permitted by applicable law and to the extent that Indemnitee is, by
reason of his Corporate Status, a witness or otherwise asked to participate in
any aspect of a Proceeding to which Indemnitee is not a party, the Company
shall indemnify him against all Expenses actually and reasonably incurred by
him or on his behalf in connection therewith.


 


Section 7.               Partial Indemnification.  If Indemnitee is entitled under any provision
of this Agreement to indemnification by the Company for some or a portion of
Expenses, but not, however, for the total amount thereof, the Company shall
nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee
is entitled.


 


Section 8.               Additional Indemnification.


 


(a)           Notwithstanding any
limitation in Sections 3, 4, or 5, the Company shall indemnify Indemnitee to
the fullest extent permitted by applicable law if Indemnitee is a party to or
threatened to be made a party to or a participant in any Proceeding (including
a Proceeding by or in the right of the Company to procure a judgment in its
favor) against all Expenses, judgments, liabilities, penalties, fines and
amounts paid in settlement (including all interest, assessments and other
charges paid or payable in connection with or in respect of such


 


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Expenses, judgments, liabilities, penalties, fines
and amounts paid in settlement) actually and reasonably incurred by or on
behalf of Indemnitee in connection with the Proceeding.


 


(b)           For purposes of Section 8(a),
the meaning of the phrase “to the fullest extent permitted by applicable law”
shall include, but not be limited to:


 


i.              to the fullest
extent permitted by the provision of the DGCL that authorizes or contemplates
additional indemnification by agreement, or the corresponding provision of any
amendment to or replacement of the DGCL; and


 


ii.             to the fullest extent authorized or permitted by any
amendments to or replacements of the DGCL adopted after the date of this
Agreement that increase the extent to which a corporation may indemnify its
directors, observers and officers.


 


Section 9.               Exclusions.  Notwithstanding any other provision in this
Agreement, the Company shall not be obligated under this Agreement to make any
indemnification payment 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 Exchange
Act (as defined in Section 2(a) hereof) or similar provisions of
state statutory law or common law; or (ii) any reimbursement of the
Company by the Indemnitee of any bonus or other incentive-based or equity-based
compensation or of any profits realized by the Indemnitee from the sale of
securities of the Company, as required in each case under the Exchange Act; or


 


(c)           except as provided in Section 14(d) of
this Agreement, 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; (ii) such payment
arises in connection with any mandatory counterclaim or cross-claim or
affirmative defense brought or raised by Indemnitee in any Proceeding (or any
part of any Proceeding); (iii) the Company provides the indemnification,
in its sole discretion, pursuant to the powers vested in the Company under
applicable law; or (iv) the Company is expressly required by law to make
the indemnification.


 


Section 10.             Advances of Expenses.  Notwithstanding any provision of this
Agreement to the contrary, the Company shall advance, to the extent not
prohibited by law, the Expenses incurred by Indemnitee or on Indemnitee’s
behalf in connection with any Proceeding (or any part of any Proceeding), and
such advancement shall be made within thirty (30) days after the receipt by the
Company of a statement or statements requesting such advances, from time to
time, whether prior to or after final disposition of any Proceeding.  Advances shall be unsecured and interest
free.  Advances shall be made without
regard to Indemnitee’s ability to


 


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repay the Expenses and without regard to Indemnitee’s
ultimate entitlement to indemnification under the other provisions of this
Agreement.  Advances shall include any
and all reasonable Expenses incurred pursuing an action to enforce this right
of advancement, including Expenses incurred preparing and forwarding statements
to the Company to support the advances claimed. 
The Indemnitee shall qualify for advances upon the execution and
delivery to the Company of this Agreement, which shall constitute an
undertaking providing that the Indemnitee undertakes to repay the amounts
advanced (without interest) to the extent that it is ultimately determined that
Indemnitee is not entitled to be indemnified by the Company.  No other form of undertaking shall be
required other than the execution of this Agreement.  This Section 10 shall not apply to any
claim made by Indemnitee for which indemnity is excluded pursuant to Section 9.


 


Section 11.             Procedure for Notification
and Defense of Claim.


 


(a)           Indemnitee shall notify the
Company in writing of any matter with respect to which Indemnitee intends to
seek indemnification or advancement of Expenses hereunder as soon as reasonably
practicable following the receipt by Indemnitee of written notice thereof.  The written notification to the Company shall
include a description of the nature of the Proceeding and the facts underlying
the Proceeding, in each case to the extent known to Indemnitee.  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 following
the final disposition of such Proceeding. 
The failure by Indemnitee to notify the Company hereunder will not
relieve the Company from any liability which it may have to Indemnitee
hereunder or otherwise than under this Agreement, and any delay in so notifying
the Company shall not constitute a waiver by Indemnitee of any rights under
this Agreement.  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.


 


(b)           The Company will be entitled
to participate in the Proceeding at its own expense.


 


(c)           The Company shall not settle
any Proceeding (in whole or in part) if such settlement would impose any
Expense, judgment, liability, fine, penalty or limitation on Indemnitee for
which Indemnitee is not entitled to be indemnified hereunder without the
Indemnitee’s prior written consent.


 


Section 12.             Procedure Upon Application
for Indemnification.


 


(a)           Upon written request by
Indemnitee for indemnification pursuant to Section 11(a), a determination,
if required by applicable law, with respect to Indemnitee’s entitlement thereto
shall be made in the specific case:  (i) if
a Change in Control shall have occurred, by Independent Counsel in a written
opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if
a Change in Control shall not have occurred, (A) by a majority vote of the
Disinterested Directors, even though less than a quorum of the Board, (B) by
a committee of Disinterested Directors designated by a majority vote of the
Disinterested Directors, even though less than a quorum of the Board, (C) if
there are no such Disinterested


 


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Directors or, if such Disinterested Directors so
direct, by Independent Counsel in a written opinion to the Board, a copy of
which shall be delivered to Indemnitee or (D) if so directed by the Board,
by the stockholders of the Company; and, if it is so determined that Indemnitee
is entitled to indemnification, payment to Indemnitee shall be made within
thirty (30) days after such determination. 
Indemnitee shall cooperate with the person, persons or entity making
such determination with respect to Indemnitee’s entitlement to indemnification,
including providing to such person, persons or entity upon reasonable advance
request any documentation or information which is not privileged or otherwise
protected from disclosure and which is reasonably available to Indemnitee and
reasonably necessary to such determination. 
Any costs or Expenses (including attorneys’ fees and disbursements)
incurred by or on behalf of 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.  The
Company promptly will advise Indemnitee in writing with respect to any
determination that Indemnitee is or is not entitled to indemnification,
including a description of any reason or basis for which indemnification has
been denied.


 


(b)           In the event the
determination of entitlement to indemnification is to be made by Independent
Counsel pursuant to Section 12(a) hereof, the Independent Counsel
shall be selected as provided in this Section 12(b).  If a Change in Control shall not have
occurred, the Independent Counsel shall be selected by the Board, and the
Company shall give written notice to Indemnitee advising him of the identity of
the Independent Counsel so selected.  If
a Change in Control shall have occurred, the Independent Counsel shall be
selected by Indemnitee (unless Indemnitee shall request that such selection be
made by the Board of Directors, in which event the preceding sentence shall
apply), and Indemnitee shall give written notice to the Company advising it of
the identity of the Independent Counsel so selected.  In either event, Indemnitee or the
Company, as the case may be, may, within ten (10) days after such written
notice of selection shall have been given, deliver to the Company or to Indemnitee,
as the case may be, a written objection to such selection; provided, however,
that such objection may be asserted only on the ground that the Independent
Counsel so selected does not meet the requirements of “Independent Counsel” as
defined in Section 2 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 such written objection is so made and substantiated,
the Independent Counsel so selected may not serve as Independent Counsel unless
and until such objection is withdrawn or the Delaware Court has determined that
such objection is without merit.  If, within
twenty (20) days after the later of submission by Indemnitee of a written
request for indemnification pursuant to Section 11(a) hereof and the
final disposition of the Proceeding, no Independent Counsel shall have been
selected and not objected to, either the Company or Indemnitee may petition the
Delaware Court for resolution of any objection which shall have been made by
the Company or Indemnitee to the other’s selection of Independent Counsel
and/or for the appointment as Independent Counsel of a person selected by the
Delaware Court or by such other person as the Delaware 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 12(a) hereof.  Upon the due commencement of any judicial proceeding
or arbitration pursuant to Section 14(a) of this Agreement, Independent
Counsel shall be discharged and relieved of any further responsibility in such
capacity (subject to the applicable standards of professional conduct then
prevailing).


 


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(c)           If the Company disputes a
portion of the amounts for which indemnification is requested, the undisputed
portion shall be paid and only the disputed portion withheld pending resolution
of any such dispute.


 


Section 13.             Presumptions and Effect of
Certain Proceedings.


 


(a)           In making a determination
with respect to entitlement to indemnification hereunder, the person or persons
or entity making such determination shall, to the fullest extent not prohibited
by law, presume that Indemnitee is entitled to indemnification under this
Agreement if Indemnitee has submitted a request for indemnification in
accordance with Section 11(a) of this Agreement, and the Company shall, to the
fullest extent not prohibited by law, have the burden of proof to overcome that
presumption in connection with the making by any person, persons or entity of
any determination contrary to that presumption. 
Neither the failure of the Company (including by its directors or
Independent Counsel) to have made a determination prior to the commencement of
any action pursuant to this Agreement that indemnification is proper in the
circumstances because Indemnitee has met the applicable standard of conduct,
nor an actual determination by the Company (including by its directors or
Independent Counsel) that Indemnitee has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that
Indemnitee has not met the applicable standard of conduct.


 


(b)           Subject to Section 14(e), if
the person, persons or entity empowered or selected under Section 12 of this
Agreement to determine whether Indemnitee is entitled to indemnification shall
not have made a determination within sixty (60) days after receipt by the
Company of the request therefor, the requisite determination of entitlement to
indemnification shall, to the fullest extent not prohibited by law, 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 the
determination with respect to entitlement to indemnification in good faith
requires such additional time for the obtaining or evaluating of documentation
and/or information relating thereto; and provided, further, that
the foregoing provisions of this Section 13(b) shall not apply (i) if the
determination of entitlement to indemnification is to be made by the
stockholders pursuant to Section 12(a) of this Agreement and if (A) within
fifteen (15) days after receipt by the Company of the request for such
determination the Board has resolved 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, or (ii) if the determination of
entitlement to indemnification is to be made by Independent Counsel pursuant to
Section 12(a) of this Agreement.


 


(c)           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,


 


10

















 


distraction, disruption and uncertainty.  To the fullest extent permitted by law, 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.


 


(d)           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.


 


(e)           For purposes of any
determination of good faith, or, with respect to any criminal Proceeding, a
determination that the Indemnitee had no reasonable cause to believe that his
action was unlawful, Indemnitee shall be deemed to have acted in good faith or,
with respect to any criminal Proceeding, to have had no reasonable cause to
believe his action was unlawful, if Indemnitee’s action is based on the records
or books of account of the Enterprise, including financial statements, or on
information supplied to Indemnitee by the directors or 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.  The provisions of this Section 13(e) shall
not be deemed to be exclusive or to limit in any way the other circumstances in
which the Indemnitee may be deemed to have met the applicable standard of conduct
set forth in this Agreement.  Whether or
not the foregoing provisions of this Section 13(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.


 


(f)            The knowledge and/or
actions, or failure to act, of any director, officer, trustee, partner,
managing member, fiduciary, agent or employee of the Enterprise shall not be
imputed to Indemnitee for purposes of determining the right to indemnification
under this Agreement.


 


Section 14.             Remedies of Indemnitee.


 


(a)           Subject to Section 14(e), in
the event that (i) a determination is made pursuant to Section 12 of this
Agreement that Indemnitee is not entitled to indemnification under this
Agreement, (ii) advancement of Expenses is not timely made pursuant to Section
10 of this Agreement, (iii) no determination of entitlement to indemnification
shall have been made pursuant to Section 12(a) 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 Section 5 or 6 or the last
sentence of Section 12(a) of this Agreement within thirty (30) days after
receipt by the Company of a written request therefor, (v) payment of


 


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indemnification pursuant to Section 3, 4 or 8 of
this Agreement is not made within thirty (30) days after a determination has
been made that Indemnitee is entitled to indemnification, or (vi) the Company
or any other person takes or threatens to take any action to declare this
Agreement void or unenforceable, or institutes any litigation or other action
or Proceeding designed to deny, or to recover from, Indemnitee the benefits
provided or intended to be provided to the Indemnitee hereunder, Indemnitee
shall be entitled to an adjudication by a court of his entitlement to such
indemnification or advancement of Expenses. 
Alternatively, Indemnitee, at his option, may seek an award in
arbitration to be conducted by a single arbitrator pursuant to the Commercial
Arbitration Rules of the American Arbitration Association.  Indemnitee shall commence such proceeding
seeking an adjudication or an award in arbitration within 180 days following
the date on which Indemnitee first has the right to commence such proceeding
pursuant to this Section 14(a); provided, however, that the
foregoing clause shall not apply in respect of a proceeding brought by
Indemnitee to enforce his rights under Section 5 of this Agreement.  The Company shall not oppose Indemnitee’s
right to seek any such adjudication or award in arbitration.


 


(b)           In the event that a
determination shall have been made pursuant to Section 12(a) of this Agreement
that Indemnitee is not entitled to indemnification, any judicial proceeding or
arbitration commenced pursuant to this Section 14 shall be conducted in all
respects as a de  novo trial, or arbitration, on the merits and
Indemnitee shall not be prejudiced by reason of that adverse determination.  In any judicial proceeding or arbitration
commenced pursuant to this Section 14, the Company shall have the burden of
proving Indemnitee is not entitled to indemnification or advancement of
Expenses, as the case may be.


 


(c)           If a determination shall
have been made pursuant to Section 12(a) of this Agreement that Indemnitee is
entitled to indemnification, the Company shall be bound by such determination
in any judicial proceeding or arbitration commenced pursuant to this Section
14, 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.


 


(d)           The Company shall, to the
fullest extent not prohibited by law, be precluded from asserting in any
judicial proceeding or arbitration commenced pursuant to this Section 14 that
the procedures and presumptions of this Agreement are not valid, binding and
enforceable and shall stipulate in any such court or before any such arbitrator
that the Company is bound by all the provisions of this Agreement.  It is the intent of the Company that, to the
fullest extent permitted by law, the Indemnitee not be required to incur legal
fees or other Expenses associated with the interpretation, enforcement or
defense of Indemnitee’s rights under this Agreement by litigation or otherwise
because the cost and expense thereof would substantially detract from the
benefits intended to be extended to the Indemnitee hereunder.  The Company, to the fullest extent permitted
by law, shall indemnify Indemnitee against any and all Expenses and, if
requested by Indemnitee, and shall, to the fullest extent permitted by law,
within thirty (30) 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 or on behalf of Indemnitee in connection with
any action brought by Indemnitee for indemnification or advancement of Expenses
from the Company under this Agreement or under any directors’ and officers’
liability insurance policies maintained by the Company if Indemnitee is wholly


 


12

















 


successful on the underlying claims and, if
Indemnitee is not wholly successful on the underlying claims, then such
indemnification shall be only to the extent Indemnitee is successful on such
underlying claims or otherwise as permitted by law, whichever is greater.


 


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


 


(f)            The Company and Indemnitee
agree that a monetary remedy for breach of this Agreement may be inadequate,
impracticable and difficult to prove, and further agree that such breach may
cause Indemnitee irreparable harm. 
Accordingly, the Company and Indemnitee agree that Indemnitee may
enforce this Agreement by seeking injunctive relief and/or specific performance
hereof, without any necessity of showing actual damage or irreparable harm and
that by seeking injunctive relief and/or specific performance, Indemnitee shall
not be precluded from seeking or obtaining any other relief to which he may be
entitled.  The Company and Indemnitee
further agree that Indemnitee shall be entitled to such injunctive relief and
specific performance, including temporary restraining orders, preliminary
injunctions and permanent injunctions, without the necessity of posting a bond
or any other undertaking in connection therewith.  The Company acknowledges that in the absence
of a waiver, a bond or undertaking may be required of Indemnitee by the
applicable court, and the Company hereby waives any such requirement of a bond
or undertaking.


 


Section 15.             Non-exclusivity; Survival of
Rights; Insurance; Primacy of Indemnification; Subrogation.


 


(a)           The rights of
indemnification and to receive advancement of Expenses as provided by this
Agreement (i) shall not be deemed exclusive of any other rights to which
Indemnitee may at any time be entitled under applicable law, the Certificate of
Incorporation, the Bylaws, any agreement, a vote of stockholders or a
resolution of directors, or otherwise and (ii) shall be interpreted
independently of, and without reference to, any other such rights to which
Indemnitee may at any time be entitled. 
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 Delaware law,
whether by statute or judicial decision, permits greater indemnification or
advancement of Expenses than would be afforded currently under the Company’s
Certificate of Incorporation, 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.  If
any change in Delaware law narrows the right of a corporation to indemnify a
director, observer or officer, that change will have no effect on this
Agreement or the parties rights and obligations under this Agreement unless and
only to the extent required by law.  No
right or remedy herein conferred is intended to be exclusive of any other right
or remedy, and every other right and remedy shall be cumulative and in addition
to every other right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise.  The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other right or
remedy.


 


13

















 


(b)           To the extent that the
Company maintains an insurance policy or policies providing liability insurance
for directors, officers, employees or agents of the Company or of any other
corporation, partnership, joint venture, trust or other enterprise which such
person serves at the request of the Company, or for Observers, Indemnitee shall
be covered by such policy or policies in accordance with its or their terms to
the maximum extent of the coverage available for any such director, officer,
employee or agent or Observer 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 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 or may have in the future certain rights to indemnification,
advancement of expenses and/or insurance provided by other entities and/or
organizations (collectively, the “Other 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 Other 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, liabilities, penalties, fines and amounts
paid in settlement to the extent legally permitted and as required by the terms
of this Agreement and the Certificate of Incorporation or the Bylaws (or any
other agreement between the Company and Indemnitee), without regard to any
rights Indemnitee may have against the Other Indemnitors and, (iii) that it
irrevocably waives, relinquishes and releases the Other Indemnitors from any
and all claims against the Other 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 Other 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 Other 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 Other Indemnitors are express third party beneficiaries of the
terms of this Section 15(c).  For the
avoidance of doubt, nothing in this Section 15(c) limits or is intended to
limit the obligations of the Company’s directors and officer liability
insurance provider, if any, to the Company pursuant to any policy of directors
and officers liability insurance paid for by the Company.


 


(d)           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
Other Indemnitors), who shall execute all papers required and take all action
reasonably necessary to secure such rights, including execution of such
documents as are necessary to enable the Company to bring suit to enforce such
rights, and who shall be indemnified by the Company for any Expenses incurred
in connection therewith.


 


(e)           The Company shall not be
liable under this Agreement to make any payment of amounts otherwise
indemnifiable (or for which advancement is provided


 


14

















 


hereunder) hereunder if and to the extent that
Indemnitee has otherwise actually received such payment under any insurance
policy, contract, agreement or otherwise.


 


(f)            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, trustee, partner, managing
member, fiduciary, employee or agent of any other corporation, limited
liability company, partnership, joint venture, trust or other enterprise shall
be reduced by any amount Indemnitee has actually received as indemnification or
advancement of Expenses from such other corporation, limited liability company,
partnership, joint venture, trust or other enterprise.


 


Section 16.             Duration of Agreement.  This Agreement shall continue until and
terminate upon the later of:  (a) 10
years after the date that Indemnitee shall have ceased to (i) serve as a
director or officer of the Company or (ii) be an Observer or (b) 1 year after
the final termination of any Proceeding then pending in respect of which
Indemnitee is granted rights of indemnification or advancement of Expenses
hereunder and of any proceeding (including any appeal) commenced by Indemnitee
pursuant to Section 14 of this Agreement relating thereto.  This Agreement shall be binding upon the
Company and its successors and assigns (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), shall continue as
to an Indemnitee who has ceased to be a director or officer of the Company or
an Observer and shall inure to the benefit of Indemnitee and his or her spouse,
assigns, heirs, devisees, executors and administrators and other legal
representatives.


 


Section 17.             Severability.  If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable for any reason
whatsoever:  (a) the validity, legality
and enforceability of the remaining provisions of this Agreement (including
without limitation, each portion of any Section of this Agreement containing
any such provision held to be invalid, illegal or unenforceable, that is not
itself invalid, illegal or unenforceable) shall not in any way be affected or
impaired thereby and shall remain enforceable to the fullest extent permitted
by law; (b) such provision or provisions shall be deemed reformed to the extent
necessary to conform to applicable law and to give the maximum effect to the
intent of the parties hereto; and (c) to the fullest extent possible, the
provisions of this Agreement (including, without limitation, each portion of
any Section of this Agreement containing any such provision held to be invalid,
illegal or unenforceable, that is not itself invalid, illegal or unenforceable)
shall be construed so as to give effect to the intent manifested thereby.


 


Section 18.             Enforcement.


 


(a)           The Company expressly
confirms and agrees that it has entered into this Agreement and assumed the
obligations imposed on it hereby in order to induce Indemnitee to serve as a
director or officer of the Company, and the Company acknowledges that
Indemnitee is relying upon this Agreement in serving as a director or officer
of the Company(1).


 






(1) 
Section 17(a) will be deleted in indemnification agreements with
observers.


 


15

















 


(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; provided, however, that this Agreement is a
supplement to and in furtherance of the Certificate of Incorporation, the
Bylaws, any directors and officers insurance maintained by the Company and
applicable law, and shall not be deemed a substitute therefor nor to diminish
or abrogate any rights of Indemnitee thereunder.


 


Section 19.             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 supplement,
modification, termination or amendment of this Agreement or of any provision
hereof shall limit or restrict any right of Indemnitee under this Agreement in
respect of an action taken or omitted by such Indemnitee prior to such
supplement, modification, termination or amendment.  No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other provisions
of this Agreement (whether or not similar) nor shall any such waiver constitute
a continuing waiver.


 


Section 20.             Notice by Indemnitee.  Indemnitee agrees promptly to notify the
Company in writing upon being served with any summons, citation, subpoena,
complaint, indictment, information or other document relating to any Proceeding
or matter which may be subject to indemnification or advancement of Expenses
covered hereunder.  The failure of
Indemnitee to so notify the Company shall not relieve the Company of any
obligation which it may have to the Indemnitee under this Agreement or
otherwise.


 


Section 21.             Notices.  All notices, requests, demands and other
communications under this Agreement shall be in writing and shall be deemed to
have been duly given if (a) delivered by hand and receipted for by the party to
whom said notice or other communication shall have been directed, (b) mailed by
certified or registered mail with postage prepaid, on the fifth business day
after the date on which it is so mailed, (c) mailed by reputable overnight
courier and receipted for by the party to whom said notice or other
communication shall have been directed or (d) sent by facsimile transmission,
with receipt of oral confirmation that such transmission has been received:


 


(a)           If to Indemnitee, at the
address indicated on the signature page of this Agreement, or such other
address as Indemnitee shall provide to the Company.


 


(b)           If to the Company to:


 


Aeroflex
Holding Corp.


35 South Service Road


P.O. Box 6022


Plainview, NY 11803


Attention:  President


Fax
No.: (516) 694-0658


 


or
to any other address as may have been furnished to Indemnitee by the Company.


 


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Section 22.             Contribution.


 


(a)           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
or on behalf of 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).  To the fullest extent permitted by law, the
Company hereby waives and relinquishes any right of contribution it may have at
any time against the Indemnitee.


 


Section 23.             Applicable 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 Delaware, without
regard to its conflict of laws rules. 
Except with respect to any arbitration commenced by Indemnitee pursuant
to Section 14(a) of this Agreement, 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 the
Delaware Court, 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 Delaware Court for purposes of any action or
proceeding arising out of or in connection with this Agreement, (iii) agree to
accept service of process in any manner permitted by the Delaware Court, (iv)
waive any objection to the laying of venue of any such action or proceeding in
the Delaware Court, and (v) waive, and agree not to plead or to make, any claim
that any such action or proceeding brought in the Delaware Court has been
brought in an improper or inconvenient forum.


 


Section 24.             Identical Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
but all of which together shall constitute one and the same Agreement.  Only one such counterpart signed by the party
against whom enforceability is sought needs to be produced to evidence the
existence of this Agreement.


 


Section 25.             Attorney’s Fees.  If a Proceeding is instituted by or in the
name of the Company under this Agreement or to enforce or interpret this
Agreement, the Company will pay to Indemnitee all Expenses incurred by
Indemnitee in defense of that Proceeding (including with respect to Indemnitee’s
counterclaims and cross-claims made in that Proceeding), unless as a part of
the Proceeding the court determines that each of Indemnitee’s material defenses
to the Proceeding were made in bad faith or were frivolous.


 


Section 26.             Miscellaneous.  Use of the masculine pronoun shall be deemed
to include usage of the feminine pronoun where appropriate.  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.


 


17

















 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the
day and year first above written.


 


	
  AEROFLEX
  HOLDING CORP.

  	
   

  	
  INDEMNITEE

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name: 

  	
   

  	
  Name:

  	
   

  
	
  Office:

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
					



 


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