Exhibit 10.11


 





INDEMNIFICATION AGREEMENT


 


This Indemnification Agreement
(this “Agreement”), dated as of ___, 2022, is made by and between CaliberCos Inc., a Delaware corporation (the “Company”),
and the undersigned who is either a director, an officer, a director and officer, or a key employee of the Company (the “Indemnitee”)
with this Agreement to be deemed effective as of the date that the Indemnitee first became director, officer, or key employee of the Company.


 


RECITALS


 


A.       The
Company is aware that competent and experienced persons are reluctant to serve as directors or officers of corporations unless they are
protected by comprehensive liability insurance and indemnification, due to the exposure to litigation costs and risks resulting from their
service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of
such directors and officers;


 


B.       The
Board of Directors of the Company (the “Board”) has concluded that, to retain and attract talented and experienced
individuals to serve as officers and directors of the Company, it is necessary for the Company contractually to indemnify officers and
directors and to assume for itself maximum liability for expenses and damages in connection with claims against such officers and directors
in connection with their service to the Company;


 


C.       Section
145 of the Delaware General Corporation Law (the “DGCL”), under which the Company is organized (“Section 145”),
empowers the Company to indemnify by agreement its present and former officers, directors, employees, and agents and persons who serve,
at the request of the Company, as directors, officers, employees, or agents of other corporations, partnerships, joint ventures, trusts,
or other enterprises and expressly provides that the indemnification provided by Section 145(f) is not exclusive; and


 


D.       The
Company desires and has requested the Indemnitee to serve or continue to serve as a director or officer of the Company free from undue
concern for claims for damages arising out of or related to such services to the Company.


 


NOW, THEREFORE, the parties
hereto, intending to be legally bound, hereby agree as follows:


 


1.                 
Definitions.


 


1.1             
Agent. For the purposes of this Agreement, “agent” of the Company means any person who is or was
a director or officer of the Company or a subsidiary of the Company; or is or was serving at the request of the Company or a subsidiary
of the Company as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust,
or other enterprise or an affiliate of the Company. The term “enterprise” includes any employee benefit plan of the
Company, its subsidiaries, affiliates, and predecessor corporations.


 






     


     


    

 


1.2              Company.
For purposes of this Agreement, the “Company” includes, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a consolidation or merger that, if its separate existence had
continued, would have had power and authority to indemnify its directors, officers, and employees or agents so that any person who
is or was a director, officer, employee, or agent of such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or
other enterprise, shall stand in the same position under this Agreement with respect to the resulting or surviving corporation as
such person would have with respect to such constituent corporation if its separate existence had continued.


 


1.3             
Expenses. For the purposes of this Agreement, “expenses” includes all direct and indirect costs
of any type or nature whatsoever (including, without limitation, all attorneys’ fees and related disbursements and other out-of-pocket
costs) actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, or appeal of a proceeding or
establishing or enforcing a right to indemnification or advancement of expenses under this Agreement, Section 145 or otherwise; provided,
however, that expenses shall not include any judgments, fines, ERISA excise taxes or penalties or amounts paid in settlement of
a proceeding.


 


1.4             
Fines. For purposes of this Agreement, references to “fines” includes any excise taxes assessed
on a person with respect to any employee benefit plan.


 


1.5             
Liabilities. For purposes of this Agreement, “liabilities” means judgments, fines, ERISA execute
taxes or penalties, and amounts paid in settlement in connection with a proceeding.


 


1.6             
Other Enterprises. For purposes of this Agreement, “other enterprises” includes employee benefit
plans.


 


1.7             
Proceeding. For the purposes of this Agreement, “proceeding” means any threatened, pending, or completed
action, suit, or other proceeding, whether civil, criminal, administrative, or investigative.


 


1.8             
Subsidiary. For purposes of this Agreement, “subsidiary” means any corporation of which more than
50% of the outstanding voting securities is owned directly or indirectly by the Company, by the Company and one or more of its subsidiaries,
or by one or more of the Company’s subsidiaries.


 


1.9             
Serving at the Request of the Company. For purposes of this Agreement, “serving at the request of the Company”
includes any service as a director, officer, employee, or agent of the Company that 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 such person reasonably believed to be in the interest 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.


 






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2.                 
Agreement to Serve. The Indemnitee agrees to serve and/or continue to serve as an agent of the Company, at the will
of the Company (or under separate agreement, if such agreement exists), in the capacity the Indemnitee currently serves as an agent of
the Company, faithfully and to the best of his ability, so long as he is duly appointed or elected and qualified in accordance with the
applicable provisions of the charter documents of the Company or any subsidiary of the Company; provided, however, that
the Indemnitee may at any time and for any reason resign from such position (subject to any contractual obligation that the Indemnitee
may have assumed apart from this Agreement), and the Company and any subsidiary shall have no obligation under this Agreement to continue
the Indemnitee in any such position.


 


3.                 
Directors’ and Officers’ Insurance. The Company shall, to the extent that the Board determines it to be
economically reasonable, maintain a policy of directors’ and officers’ liability insurance (“D&O Insurance”),
on such terms and conditions as may be approved by the Board.


 


4.                 
Mandatory Indemnification. Subject to Section 9 below, the Company shall indemnify the Indemnitee:


 


4.1             
Third-Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any
proceeding (except an action by or in the right of the Company) by reason of the fact that the Indemnitee is or was the agent of the
Company, or by reason of anything done or not done by the Indemnitee in any such capacity, against any and all expenses and liabilities
of any type whatsoever incurred by the Indemnitee in connection with such proceeding if the Indemnitee acted in good faith and in a manner
the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal action
or proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful, unless either the Indemnitee’s act
or failure to act constituted a breach of the Indemnitee’s fiduciary duties as a director or officer or the Indemnitee’s
breach of those duties involved intentional misconduct, fraud, or a knowing violation of law; and


 


4.2             
Derivative Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any
proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was an
agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, against any and all expenses
and liabilities incurred by the Indemnitee in connection with such proceeding if the Indemnitee acted in good faith and in a manner the
Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, unless either the Indemnitee’s act
or failure to act constituted a breach of the Indemnitee’s fiduciary duties as a director or officer or the Indemnitee’s
breach of those duties involved intentional misconduct, fraud, or a knowing violation of law; except that no indemnification under
this subsection shall be made in respect of any claim, issue, or matter as to which the Indemnitee shall have been adjudged by a court
of competent jurisdiction, after the exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid in settlement
to the Company, unless and only to the extent that the court in which such proceeding was brought or another court of competent jurisdiction
determines upon application that, in view of all the circumstances of the case, the Indemnitee is fairly and reasonable entitled to indemnity
for such expenses as the court deems proper; and


 






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4.3             
 Exception for Amounts Covered by Insurance. Notwithstanding the foregoing, the Company shall not be obligated to indemnify
the Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes
or penalties and amounts paid in settlement) to the extent such have been paid to the Indemnitee by D&O Insurance.


 


5.                 
Partial Indemnification and Contribution.


 


5.1             
Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by
the Company for some or a portion of any expenses or liabilities of any type whatsoever incurred by the Indemnitee in connection with
a proceeding but is not entitled, however, to indemnification for all of the total amount thereof, then the Company shall nevertheless
indemnify the Indemnitee for such total amount except as to the portion thereof to which the Indemnitee is not entitled to indemnification.


 


5.2             
Contribution. If the Indemnitee is not entitled to the indemnification provided in Section 4 for any reason
other than the statutory limitations set forth in the DGCL, then in respect of proceeding in which the Company is jointly liable with
the Indemnitee (or would be if joined in such proceeding), the Company shall contribute to the amount of expenses and liabilities paid
or payable by the Indemnitee in such proportion as is appropriate to reflect (i) the relative benefits received by the Company on the
one hand and the Indemnitee on the other hand from the transaction from which such proceeding arose and (ii) the relative fault of the
Company on the one hand and of the Indemnitee on the other hand in connection with the events that resulted in such expenses, as well
as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Indemnitee on the other
hand shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information, and
opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines, or settlement amounts. The Company
agrees that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation
or any other method of allocation which does not take account of the foregoing equitable considerations.


 


6.                 
Mandatory Advancement of Expenses.


 


6.1             
Advancement. Subject to Section 9 below, the Company shall advance all expenses incurred by the Indemnitee in
connection with any proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the
Indemnitee is or was an agent of the Company or by reason of anything done or not done by the Indemnitee in any such capacity. The Indemnitee
hereby undertakes to promptly repay such amounts advanced only if, and to the extent that, it shall ultimately by determined that the
Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Certificate of Incorporation
or Bylaws of the Company, the DGCL, or otherwise. The advances to be made hereunder shall be paid by the Company to the Indemnitee within
thirty (30) days following delivery of a written request therefor by the Indemnitee to the Company.


 






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6.2             
Exception. Notwithstanding the foregoing provisions of this Section 6, the Company shall not be obligated to
advance any expenses to the Indemnitee arising from a lawsuit filed directly by the Company against the Indemnitee if an absolute majority
of the members of the Board reasonably determines in good faith, within thirty (30) days of the Indemnitee’s request to be advanced
expenses, that the facts known to them at the time such determination is made demonstrate clearly and convincingly that the Indemnitee
acted in bad faith. If such a determination is made, the Indemnitee may have such decision reviewed in the manner set forth in Section
8.5 hereof, with all references therein to “indemnification” being deemed to refer to “advancement of expenses,”
and the burden of proof shall be on the Company to demonstrate clearly and convincingly that, based on the facts known at the time, the
Indemnitee acted in bad faith. The Company may not avail itself of this Section 6.2 as to a given lawsuit if, at any time after
the occurrence of the activities or omissions that are the primary focus of the lawsuit, the Company has undergone a change in control.
For this purpose, a change in control shall mean a given person of group of affiliated persons or groups increasing their beneficial
ownership interest in the Company by at least twenty (20) percentage points without advance Board approval.


 


7.                 
Notice and Other Indemnification Procedures.


 


7.1             
Notification. Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement
of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the
Company under this Agreement, notify the Company of the commencement or threat of commencement thereof.


 


7.2             
Insurance. If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1
hereof, the Company has D&O 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 D&O Insurance policies.


 


7.3              Defense.
In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if
appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval
shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery
of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be
liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the
same proceeding, provided that (a) the Indemnitee shall have the right to employ the Indemnitee’s own counsel in any
such proceeding at the Indemnitee’s expense; (b) the Indemnitee shall have the right to employ the Indemnitee’s own
counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice,
and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (c) if (i)
the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably
concluded that there may be conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or (iii)
the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the
Indemnitee’s counsel shall be at the expense of the Company.


 






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8.                 
Determination of Right to Indemnification.


 


8.1             
Success on Merits. To the extent the Indemnitee has been successful on the merits or otherwise in defense of any proceeding
referred to in Section 4.1 or 4.2 of this Agreement or in the defense of any claim, issue, or matter described therein,
the Company shall indemnify the Indemnitee against expenses actually and reasonably incurred by the Indemnitee in connection with the
investigation, defense, or appeal of such proceeding, or such claim, issue, or matter, as the case may be.


 


8.2             
Proof by Company. In the event that Section 8.1 is inapplicable, or does not apply to the entire proceeding,
the Company shall nonetheless indemnify the Indemnitee unless the Company shall prove by clear and convincing evidence to a forum listed
in Section 8.3 below that the Indemnitee has not met the applicable standard of conduct required to entitle the Indemnitee to
such indemnification.


 


8.3             
Termination of Proceeding. The termination of any proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere its equivalent, does not, of itself, create a presumption that a person (a) did not act in good faith and in
a manner the person reasonably believed to be in or not opposed to the best interests of the Company, (b) with respect to any criminal
action or proceeding, that the person had reasonable cause to believe that the person’s conduct was unlawful, or (c) the person’s
act or failure to act constituted a breach of the person’s fiduciary duties as a director or officer or the person’s breach
of those duties involved intentional misconduct, fraud, or a knowing violation of law.


 


8.4             
Applicable Forums. The Indemnitee shall be entitled to select the forum in which the validity of the Company’s
claim under Section 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following,
except that the Indemnitee can select a forum consisting of the stockholders of the Company only with the approval of the Company
and, if the Indemnitee is a director or officer at the time of such determination, the determination shall be made in accordance with
(a), (b), (c) or (d) below at the election of the Company:


 


(a)              
A majority vote of the directors who are not parties to the proceeding for which indemnification is being sought even though less
than a quorum;


 


(b)              
By a committee of directors who are not parties to the proceeding for which indemnification is being sought designated by a majority
vote of such directors, even though less than a quorum;


 


(c)              
If there are no directors who are not parties to the proceeding for which indemnification is sought, or if such directors so direct,
by independent legal counsel in a written opinion;


 


(d)              
The stockholders of the Company;


 






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(e)              
 A panel of three arbitrators, one of whom is selected by the Company, another of whom is selected by the Indemnitee and the last
of whom is selected by the first two arbitrators so selected; or


 


(f)               
A court having jurisdiction of subject matter and the parties.


 


8.5             
Submission. As soon as practicable, and in no event later than thirty (30) days after the forum has been selected pursuant
to Section 8.4 above, the Company shall, at its own expense, submit to the selected forum its claim that the Indemnitee is not
entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend
against such claim.


 


8.6             
Appeals. If the forum selected in accordance with Section 8.4 hereof is not a court, then after the final decision
of such forum is rendered, the Company or the Indemnitee shall have the right to apply to a court of Delaware, the court in which the
proceeding giving rise to the Indemnitee’s claim for indemnification is or was pending, or any other court of competent jurisdiction,
for the purpose of appealing the decision of such forum, provided that such right is executed within sixty (60) days after the
final decision of such forum is rendered. If the forum selected in accordance with Section 8.4 hereof is a court, then the rights
of the Company or the Indemnitee to appeal any decision of such court shall be governed by the applicable laws and rules governing appeals
of the decision of such court.


 


8.7             
Expenses for Interpretation. Notwithstanding any other provision in this Agreement to the contrary, the Company shall
indemnify the Indemnitee against all expenses incurred by the Indemnitee in connection with any hearing or proceeding under this Section
8 involving the Indemnitee and against all expenses incurred by the Indemnitee in connection with any other proceeding between the
Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a
court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such proceeding was frivolous
or not made in good faith.


 


9.                 
Exceptions. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant
to the terms of this Agreement in the following circumstances:


 


9.1             
Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims
initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings specifically
authorized by the Board or brought to establish or enforce a right to indemnification and/or advancement of expenses arising under this
Agreement, the charter documents of the Company or any subsidiary or any statute or law or otherwise, but such indemnification or advancement
of expenses may be provided by the Company in specific cases if the Board finds it to be appropriate; or


 


9.2             
Unauthorized Settlements. To indemnify the Indemnitee hereunder for any amounts paid in settlement of a proceeding
unless the Company consents in advance in writing to such settlement, which consent shall not be unreasonably withheld; or


 






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9.3             
 Securities Law Actions. To indemnify the Indemnitee on account of any suit in which judgment is rendered against the
Indemnitee for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the company pursuant to the
provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state,
or local statutory law; or


 


9.4             
Unlawful Indemnification. To indemnify the Indemnitee if a final decision by a court having jurisdiction in the mater
shall determine that such indemnification is not lawful. In this respect, the Company and the Indemnitee have been advised that the U.S.
Securities and Exchange Commission takes the position that indemnification for liabilities arising under the federal securities laws
is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts
for adjudication.


 


10.             
Non-Exclusivity. The provisions for indemnification and advancement of expenses set forth in this Agreement shall not
be deemed exclusive of any other rights that the Indemnitee may have under any provision of law, the Company’s Certificate of Incorporation
or Bylaws, the vote of the Company’s stockholders or disinterested directors, other agreements, or otherwise, both as to action
in the Indemnitee’s official capacity and to action in another capacity while occupying the Indemnitee’s position as an agent
of the Company, and the Indemnitee’s rights hereunder shall continue after the Indemnitee has ceased acting as an agent of the
Company and shall inure to the benefit of the heirs, executors, and administrators of the Indemnitee.


 


11.             
General Provisions.


 


11.1         
Interpretation of Agreement. It is understood that the parties hereto intend this Agreement to be interpreted and enforced
so as to provide indemnification and advancement of expenses to the Indemnitee to the fullest extent now or hereafter permitted by law,
except as expressly limited herein.


 


11.2         
Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal, or unenforceable
for any reason whatsoever, then:(a) the validity, legality, and enforceability of the remaining provisions of this Agreement (including,
without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal, or unenforceable
that are not themselves invalid, illegal, or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest
extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing
any such provision held to be invalid, illegal, or unenforceable, that are not themselves invalid, illegal, or unenforceable) shall be
construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable and to give effect to
Section 11.1 hereof.


 


11.3         
Modification and Waiver. No supplement, modification, or amendment of this Agreement shall be binding unless executed
in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of
any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver.


 






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11.4         
 Subrogation. In the event of full payment under this Agreement, the Company shall be subrogated to the extent of such
payment to all of the rights of recovery of the Indemnitee, who shall execute all documents required and shall do all acts that may be
necessary or desirable to secure such rights and to enable the Company effectively to bring suit to enforce such rights.


 


11.5         
Counterparts. This Agreement may be executed in one or more counterparts, which shall together constitute one agreement.


 


11.6         
Successors and Assigns. The terms of this Agreement shall bind, and shall inure to the benefit of, the successors and
assigns of the parties hereto. The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall,
unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators of such a person.


 


11.7         
Notice. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall
be deemed duly given; (a) if delivered by hand and receipted for by the party addressee; or (b) if mailed by certified or registered
mail, with postage prepaid, on the third business day after the mailing date. Addresses for notice to either party are as shown on the
signature page of this Agreement or as subsequently modified by written notice.


 


11.8         
Governing Law. This Agreement shall be governed exclusively by and construed according to the laws of the state of
Delaware, as applied to contracts between Delaware residents entered into and to be performed entirely within Delaware.


 


11.9         
Consent to Jurisdiction. The Company and the Indemnitee each hereby irrevocably consent to the jurisdiction of the
courts of the state of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement.


 


11.10     
Attorneys’ Fees. In the event Indemnitee is required to bring any action to enforce rights under this Agreement
(including, without limitation, the expenses of any proceeding described in Section 3), the Indemnitee shall be entitled to all
reasonable fees and expenses in bringing and pursuing such action, unless a court of competent jurisdiction finds each of the material
claims of the Indemnitee in any such action was frivolous and not made in good faith.


 






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IN WITNESS WHEREOF,
the parties hereto have entered into this Indemnification Agreement effective as of the date first written above.


 


	CALIBERCOS
    INC., a Delaware corporation	 	 
	 	 	 
	By:	 	 	 
	Name:  	          	 	[Print
    Name of Indemnitee]
	Title:	 	 	 
	 	 	 
	 	 	[Signature of Indemnitee]






 


[Signature Page of Indemnification Agreement]