Exhibit
10.3


 


INDEMNIFICATION
AGREEMENT


 


THIS
INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of this ___ day of ______, 20__, by
and between Surna, Inc., a Nevada corporation (the “Company”), and the undersigned (“Indemnitee”).


 


WHEREAS,
at the request of the Company, Indemnitee currently serves as an executive officer and/or director of the Company and may, therefore,
be subjected to claims, suits or proceedings arising as a result of his service; and


 


WHEREAS,
as an inducement to Indemnitee to continue to serve as such executive officer and/or director, the Company has agreed to indemnify
and to advance expenses and costs incurred by Indemnitee in connection with any such claims, suits or proceedings, to the fullest
extent permitted by law, except as otherwise expressly provided for herein; and


 


WHEREAS,
the parties by this Agreement desire to set forth their agreement regarding indemnification and advance of expenses; and


 


NOW,
THEREFORE, in consideration of the premises and the covenants contained herein, and of other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Company and Indemnitee
do hereby covenant and agree as follows:


 


Section
1. Definitions. For purposes of this Agreement:


 


(a)
“Change of Control” shall mean the occurrence of any of the following events after the Effective Date of this
Agreement:


 


(i)       
the sale or other disposition of all or substantially all of the Company’s assets; or


 


(ii)       the acquisition, whether directly, indirectly, beneficially (within the meaning of rule 13d-3 of the Securities Exchange Act of
1934, as amended (the “1934 Act”)) or of record, as a result of a merger, consolidation or otherwise,
of securities of the Company representing fifteen percent (15%) or more of the aggregate voting power of the Company’s then-outstanding
Common Stock by any “person” (within the meaning of Sections 13(d) and 14(d) of the 1934 Act), including, but not
limited to, any corporation or group of persons acting in concert, other than (i) the Company or its subsidiaries and/or (ii)
any employee pension benefit plan (within the meaning of Section 3(2) of the Employee Retirement Income Security Act of 1974)
of the Company or its subsidiaries, including a trust established pursuant to any such plan; or


 




    	 



    	 



    

 


(iii)       the individuals who were members of the Board of Directors as of the Effective Date (the “Incumbent Board”)
cease to constitute at least two-thirds (2/3) of the Board of Directors; provided, however, that any director appointed
by at least two-thirds (2/3) of the then Incumbent Board or nominated by at least two-thirds (2/3) of the Board of Directors or
the Corporate Governance / Nominating Committee of the Board of Directors (a majority of the members of the Corporate Governance
/ Nominating Committee shall be members of the then Incumbent Board or appointees thereof), other than any director appointed
or nominated in connection with, or as a result of, a threatened or actual proxy or control contest, shall be deemed to constitute
a member of the Incumbent Board.


 


(b)
“Corporate Status” means the status of a person who is or was a director, trustee, officer, employee or agent
of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise for which
such person is or was serving at the request of the Company.


 


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


 


(d)
“Effective Date” means the date set forth in the first paragraph of this Agreement.


 


(e)
“Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees
of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery
service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending,
preparing to prosecute or defend, investigating, or being or preparing to be a witness in a Proceeding.


 


(f)
“Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation
law and neither 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, 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. If a Change of Control has not occurred, Independent Counsel
shall be selected by the Board of Directors, with the approval of Indemnitee, which approval will not be unreasonably withheld.
If a Change of Control has occurred, Independent Counsel shall be selected by Indemnitee, with the approval of the Board of Directors,
which approval will not be unreasonably withheld.


 




    	 



    	 



    

 


(g)
“Proceeding” includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution
mechanism, investigation, administrative hearing or any other proceeding, whether civil, criminal, administrative or investigative
(including on appeal), except one (i) initiated by an Indemnitee pursuant to Section 11 of this Agreement to enforce his rights
under this Agreement or (ii) pending or completed on or before the Effective Date, unless otherwise specifically agreed in writing
by the Company and Indemnitee.


 


Section
2. Services by Indemnitee. Indemnitee will serve as an executive officer and/or director of the Company. However, this Agreement
shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any
period otherwise required by law or by other agreements or commitments of the parties, if any.


 


Section
3. Indemnification — General. The Company shall indemnify, and advance Expenses to, Indemnitee (a) as provided in this
Agreement and (b) otherwise to the fullest extent permitted by Nevada law in effect on the date hereof and as amended from time
to time; provided, however, that no change in Nevada law shall have the effect of reducing the benefits available to Indemnitee
hereunder based on Nevada law as in effect on the date hereof. The rights of Indemnitee provided in this Section 3 shall include,
without limitation, the rights set forth in the other sections of this Agreement, including any additional indemnification permitted
by Chapter 78 of the Revised Nevada Revised Statutes (“NRS”).


 


Section
4. Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification
provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be, made a party to or a witness
in any threatened, pending, or completed Proceeding, other than a Proceeding by or in the right of the Company. Pursuant to this
Section 4, Indemnitee shall be indemnified against all judgments, penalties, fines and amounts paid in settlement and all Expenses
actually and reasonably incurred by him or on his behalf in connection with a Proceeding by reason of his Corporate Status unless
it is established that (i) the act or omission of Indemnitee was material to the matter giving rise to the Proceeding and (a)
was committed in bad faith or (b) was the result of active and deliberate dishonesty, (ii) Indemnitee actually received an improper
personal benefit in money, property or services, or (iii) in the case of any criminal Proceeding, Indemnitee had reasonable cause
to believe that his conduct was unlawful.


 




    	 



    	 



    

 


Section
5. Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in
this Section 5 if, by reason of his Corporate Status, he is, or is threatened to be, made a party to or a witness in any threatened,
pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this
Section 5, Indemnitee shall be indemnified against all amounts paid in settlement and all Expenses actually and reasonably incurred
by him or on his behalf in connection with such Proceeding unless it is established that (i) the act or omission of Indemnitee
was material to the matter giving rise to such a Proceeding and (a) was committed in bad faith or (b) was the result of active
and deliberate dishonesty or (ii) Indemnitee actually received an improper personal benefit in money, property or services.


 


Section
6. Court-Ordered Indemnification. Notwithstanding any other provision of this Agreement, a court of appropriate jurisdiction,
upon application of Indemnitee and such notice as the court shall require, may order indemnification in the following circumstances:


 


(a)
if it determines Indemnitee is entitled to reimbursement under Chapter 78 of the NRS, the court shall order indemnification, in
which case Indemnitee shall be entitled to recover the expenses of securing such reimbursement; or


 


(b)
if it determines that Indemnitee is fairly and reasonably entitled to indemnification in view of all the relevant circumstances,
whether or not Indemnitee (i) has met the standards of conduct set forth in Chapter 78 of the NRS or (ii) has been adjudged liable
for receipt of an improper personal benefit under Chapter 78 of the NRS, the court may order such indemnification as the court
shall deem proper.


 


Section
7. Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this
Agreement, and without limiting any such provision, to the extent that Indemnitee is, by reason of his Corporate Status, made
a party to and is successful, on the merits or otherwise, in the defense of any Proceeding, he shall be indemnified for 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 under this Section 7 for all Expenses actually and reasonably incurred by him
or on his behalf in connection with each successfully resolved claim, issue or matter, allocated on a reasonable and proportionate
basis. 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
8. Advance of Expenses. The Company shall advance all reasonable Expenses incurred by or on behalf of Indemnitee in connection
with any Proceeding to which Indemnitee is, or is threatened to be, made a party or a witness, within ten days after the receipt
by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior
to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred
by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good
faith belief that the standard of conduct necessary for indemnification by the Company as authorized by law and by this Agreement
has been met and a written undertaking by or on behalf of Indemnitee, in substantially the form attached hereto as Exhibit
A or in such form as may be required under applicable law as in effect at the time of the execution thereof, to reimburse
the portion of any Expenses advanced to Indemnitee relating to claims, issues or matters in the Proceeding as to which it shall
ultimately be established that the standard of conduct has not been met and which have not been successfully resolved as described
in Section 7. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding,
such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 8 shall be
an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial
ability to repay such advanced Expenses and without any requirement to post security therefor.


 


Section
9. Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee
shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably
available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification.
The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors
in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant
to the first sentence of Section 9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s
entitlement thereto shall promptly 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 of Directors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change
of Control shall not have occurred, (A) by the Board of Directors (or a duly authorized committee thereof) by a majority vote
of a quorum consisting of Disinterested Directors (“Disinterested Directors”), or (B) if a quorum of the Board
of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors
so directs, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee,
or (C) if so directed by a majority of the members of the Board of Directors, 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 ten 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 incurred by Indemnitee in so cooperating with the person, persons
or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s
entitlement to indemnification) and the Company shall indemnify and hold Indemnitee harmless therefrom.


 




    	 



    	 



    

 


Section
10. 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 presume that Indemnitee is entitled to indemnification
under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement,
and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination
contrary to that presumption. (b) The termination of any Proceeding by judgment, order, settlement, conviction, a plea of nolo
contendere or its equivalent, or an entry of an order of probation prior to judgment, does not create a presumption that Indemnitee
did not meet the requisite standard of conduct described herein for indemnification.


 


Section
11. Remedies of Indemnitee. (a) If (i) a determination is made pursuant to Section 9 of this Agreement that Indemnitee is
not entitled to indemnification under this Agreement, (ii) advance of Expenses is not timely made pursuant to Section 8 of this
Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 9(b) of this Agreement
within 30 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant
to Section 7 of this Agreement within ten days after receipt by the Company of a written request therefor, or (v) payment of indemnification
is not made within ten days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall
be entitled to an adjudication in an appropriate court of the State of Nevada, or in any other court of competent jurisdiction,
of his entitlement to such indemnification or advance 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 11(a); provided, however,
that the foregoing clause shall not apply to a proceeding brought by Indemnitee to enforce his rights under Section 7 of this
Agreement. (b) In any judicial proceeding or arbitration commenced pursuant to this Section 11 the Company shall have the burden
of proving that Indemnitee is not entitled to indemnification or advance of Expenses, as the case may be. (c) If a determination
shall have been made pursuant to Section 9(b) 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 11, absent 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.


(d)
In the event that Indemnitee, pursuant to this Section 11, seeks a judicial adjudication of or an award in arbitration to enforce
his rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the Company,
and shall be indemnified by the Company for, any and all Expenses actually and reasonably incurred by him in such judicial adjudication
or arbitration. If it shall be determined in such judicial adjudication or arbitration that Indemnitee is entitled to receive
part but not all of the indemnification or advance of Expenses sought, the Expenses incurred by Indemnitee in connection with
such judicial adjudication or arbitration shall be appropriately prorated.


 




    	 



    	 



    

 


Section
12. Defense of the Underlying Proceeding. (a) Indemnitee shall notify the Company promptly upon being served with or receiving
any summons, citation, subpoena, complaint, indictment, information, notice, request or other document relating to any Proceeding
which may result in the right to indemnification or the advance of Expenses hereunder; provided, however, that the failure to
give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee,
to indemnification or the advance of Expenses under this Agreement unless the Company’s ability to defend in such Proceeding
or to obtain proceeds under any insurance policy is materially and adversely prejudiced thereby, and then only to the extent the
Company is thereby actually so prejudiced. (b) Subject to the provisions of the last sentence of this Section 12(b) and of Section
12(c) below, the Company shall have the right to defend Indemnitee in any Proceeding which may give rise to indemnification hereunder;
provided, however, that the Company shall notify Indemnitee of any such decision to defend within 15 calendar days following receipt
of notice of any such Proceeding under Section 12(a) above. The Company shall not, without the prior written consent of Indemnitee,
which shall not be unreasonably withheld or delayed, consent to the entry of any judgment against Indemnitee or enter into any
settlement or compromise which (i) includes an admission of fault of Indemnitee or (ii) does not include, as an unconditional
term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form
and substance reasonably satisfactory to Indemnitee. This Section 12(b) shall not apply to a Proceeding brought by Indemnitee
under Section 11 above or Section 18 below. (c) Notwithstanding the provisions of Section 12(b) above, if in a Proceeding to which
Indemnitee is a party by reason of Indemnitee’s Corporate Status, (i) Indemnitee reasonably concludes, based upon an opinion
of counsel approved by the Company, which approval shall not be unreasonably withheld, that he may have separate defenses or counterclaims
to assert with respect to any issue which may not be consistent with other defendants in such Proceeding, (ii) Indemnitee reasonably
concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld, that an
actual or apparent conflict of interest or potential conflict of interest exists between Indemnitee and the Company, or (iii)
if the Company fails to assume the defense of such Proceeding in a timely manner, Indemnitee shall be entitled to be represented
by separate legal counsel of Indemnitee’s choice, subject to the prior approval of the Company, which shall not be unreasonably
withheld, at the expense of the Company. In addition, if the Company fails to comply with any of its obligations under this Agreement
or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes
any Proceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee hereunder, Indemnitee
shall have the right to retain counsel of Indemnitee’s choice, subject to the prior approval of the Company, which shall
not be unreasonably withheld, at the expense of the Company (subject to Section 11(d)), to represent Indemnitee in connection
with any such matter.


 


Section
13. Non-Exclusivity; Survival of Rights; Subrogation; Insurance.


(a)
The rights of indemnification and advance of Expenses as provided by this Agreement shall not be deemed exclusive of any other
rights to which Indemnitee may at any time be entitled under applicable law, the Articles of Incorporation of the Company (as
amended from time to time, the “Charter”) or the bylaws of the Company (as amended from time to time, the “Bylaws”),
any agreement or a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors,
or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right
of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior
to such amendment, alteration or repeal. (b) In the event of any payment under this Agreement, the Company shall be subrogated
to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all
action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring
suit to enforce such rights. (c) The Company shall not be liable under this Agreement to make any payment of amounts otherwise
indemnifiable or payable or reimbursable as expenses hereunder if and to the extent that Indemnitee has otherwise actually received
such payment under any insurance policy, contract, agreement or otherwise.


 




    	 



    	 



    

 


Section
14. Insurance. The Company will use its reasonable best efforts to acquire directors and officers liability insurance, on
terms and conditions deemed appropriate by the Board of Directors of the Company, with the advice of counsel, covering Indemnitee
or any claim made against Indemnitee for service as a director or officer of the Company and covering the Company for any indemnification
or advance of Expenses made by the Company to Indemnitee for any claims made against Indemnitee for service as a director or officer
of the Company. Without in any way limiting any other obligation under this Agreement, the Company shall indemnify Indemnitee
for any payment by Indemnitee arising out of the amount of any deductible or retention and the amount of any excess of the aggregate
of all judgments, penalties, fines, settlements and reasonable Expenses incurred by Indemnitee in connection with a Proceeding
over the coverage of any insurance referred to in the previous sentence.


 


Section
15. Indemnification for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee
is, by reason of his Corporate Status, a witness in any Proceeding, whether instituted by the Company or any other party, and
to which Indemnitee is not a party, he shall be advanced all reasonable Expenses and indemnified against all Expenses actually
and reasonably incurred by him or on his behalf in connection therewith.


 


Section
16. Duration of Agreement; Binding Effect. (a) This Agreement shall continue until and terminate ten years after the date
that Indemnitee’s Corporate Status shall have ceased; provided, that the rights of Indemnitee hereunder shall continue until
the final termination of any Proceeding then pending in respect of which Indemnitee is granted rights of indemnification or advance
of Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to Section 11 of this Agreement relating thereto.
(b) The indemnification and advance of Expenses provided by, or granted pursuant to, this Agreement shall be binding upon and
be enforceable by the parties hereto and their respective 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, trustee, officer, employee or agent of the Company or of any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the written
request of the Company, and shall inure to the benefit of Indemnitee and his spouse, assigns, heirs, devisees, executors and administrators
and other legal representatives. (c) The Company shall require and cause any successor (whether direct or indirect by purchase,
merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company,
by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement
in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.


 


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
(b) 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. Exception to Right of Indemnification or Advance of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee
shall not be entitled to indemnification or advance of Expenses under this Agreement with respect to any Proceeding brought by
Indemnitee, unless (a) the Proceeding is brought to enforce indemnification under this Agreement or otherwise or (b) the Company’s
Bylaws, the Charter, a resolution of the stockholders entitled to vote generally in the election of directors or of the Board
of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly provide otherwise.


 


Section
19. 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. One such counterpart signed
by the party against whom enforceability is sought shall be sufficient to evidence the existence of this Agreement. Electronic
signatures or signatures contained in a portable document format (PDF) of this Agreement shall be deemed an original signature.


 


Section
20. Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction thereof.


 


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


 


Section
22. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to
have been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall
have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date
on which it is so mailed:


 


(a)
If to Indemnitee, to: The address set forth on the signature page hereto.


 


(b)
If to the Company, to:


 


Surna,
Inc.


1780
55th Street, Suite A


Boulder,
Colorado 80301


 




    	 



    	 



    

 


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


 


Section
23. Governing Law. The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with,
the laws of the State of Nevada applicable to contracts formed and to be performed entirely within the State of Nevada, without
regard to its conflicts of laws rules, to the extent such rules would require or permit the application of the laws of another
jurisdiction.


 


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


 


[SIGNATURE
PAGE FOLLOWS]


 




    	 



    	 



    

 


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


 


	 	SURNA,
    INC.	 
	 	 	 	 
	 	By:	 	 
	 	 	 	 
	 	Name:	 	 
	 	 	 	 
	 	Title:	 	 
	 	 	 	 
	 	INDEMNITEE	 
	 	 	 	 
	 	By:	 	 
	 	 	 	 
	 	Name:	 	 
	 	 	 	 
	 	Title:	 	 
	 	 	 	 
	 	Address:		 


 




    	 



    	 



    

 





EXHIBIT A


 


FORM OF UNDERTAKING TO REPAY EXPENSES ADVANCED


 


To: The Board of Directors of Surna, Inc.


 


Re: Undertaking to Repay Expenses Advanced


 


Ladies and Gentlemen:


 


This undertaking is
being provided pursuant to that certain Indemnification Agreement (the “Indemnification Agreement”) dated ____
day of _______, 20__, by and between Surna, Inc. (the “Company”) and the undersigned Indemnitee (“Indemnitee”),
pursuant to which I am entitled to advance of expenses in connection with [Description of Proceeding] (the “Proceeding”).


 


Terms used herein and
not otherwise defined shall have the meanings specified in the Indemnification Agreement.


 


I am subject to the
Proceeding by reason of my Corporate Status or by reason of alleged actions or omissions by me in such capacity. I hereby affirm
that at all times, insofar as I was involved as [a director/officer] of the Company, in any of the facts or events giving
rise to the Proceeding, I (1) acted in good faith and honestly, (2) did not receive any improper personal benefit in money, property
or services and (3) in the case of any criminal proceeding, had no reasonable cause to believe that any act or omission by me
was unlawful.


 


In consideration of
the advance of Expenses by the Company for reasonable attorneys’ fees and related expenses incurred by me in connection
with the Proceeding (the “Advanced Expenses”), I hereby agree that if, in connection with the Proceeding, it
is established that (1) an act or omission by me was material to the matter giving rise to the Proceeding and (a) was committed
in bad faith or (b) was the result of active and deliberate dishonesty or (2) I actually received an improper personal benefit
in money, property or services or (3) in the case of any criminal proceeding, I had reasonable cause to believe that the act or
omission was unlawful, then I shall promptly reimburse the portion of the Advanced Expenses relating to the claims, issues or
matters in the Proceeding as to which the foregoing findings have been established and which have not been successfully resolved
as described in Section 7 of the Indemnification Agreement. To the extent that Advanced Expenses do not relate to a specific claim,
issue or matter in the Proceeding, I agree that such Expenses shall be allocated on a reasonable and proportionate basis.


 


IN WITNESS WHEREOF,
I have executed this Affirmation and Undertaking on this ___day of _____, 20___.


 







	 	INDEMNITEE
	 	 	 
	 	By:
    	                       
	 	Name:
	           
	 	Title:
	 



 


	WITNESS	 
	                        	 	SEAL