Exhibit
10.5


 


INDEMNITY
AGREEMENT


 


THIS
INDEMNITY AGREEMENT (this “Agreement”) dated
as of May __, 2017 is made by and between CALEMINDER INC., a Delaware corporation (the “Company”), and ______________
(“Indemnitee”).


 


R
E C I T A L S:


 


A.          The
Company desires to attract and retain the services of highly qualified individuals as directors, officers, employees and agents.


 


B.          The
Company’s bylaws (the “Bylaws”) require that the Company indemnify its directors, and empowers the Company
to indemnify its officers, employees and agents, as authorized by the Delaware General Corporation Law, as amended (the “Code”),
under which the Company is organized, the such Bylaws expressly provide that the indemnification provided therein is not exclusive
and contemplates that the Company may enter into separate agreements with its directors, officers and other persons to set forth
specific indemnification provisions.


 


C.          Indemnitee
does not regard the protection currently provided by applicable law, the Company’s governing documents and available insurance
as adequate under the present circumstances, and the Company has determined that Indemnitee and other directors, officers, employees
and agents of the Company may not be willing to serve or continue to serve in such capacities without additional protection.


 


D.          The
Company desires and has requested Indemnitee to serve or continue to serve as a director, officer, employee or agent of the Company,
as the case may be, and has proferred this Agreement to Indemnitee as an additional inducement to serve in such capacity.


 


E.          Indemnitee
is willing to serve, or to continue to serve, as a director, officer, employee or agent of the Company, as the case may be, if
Indemnitee is furnished the indemnity provided for herein by the Company.


 


A
G R E E M E N T :


 


NOW
THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties hereto, intending to be legally
bound, hereby agree as follows:


 


1.          Definitions.


 


(a)          Agent.
For purposes of this Agreement, the term “agent” of the Company means any person who: (i) is or was a director,
officer, employee or other fiduciary of the Company or a subsidiary of the Company; or (ii) is or was serving at the request
or for the convenience of, or representing the interests of, the Company or a subsidiary of the Company, as a director, officer,
employee or other fiduciary of a foreign or domestic corporation, partnership, joint venture, trust or other enterprise.


 






    	 



     


    

 


(b)          Change
in Control. For purposes of this Agreement, the term “Change in Control” means: 


 


(i)
the consummation of any consolidation or merger of the Company into or with another corporation or other legal person, and as
a result of such consolidation or merger less than a majority of the combined voting power of the then-outstanding securities
of such corporation or person immediately after such transaction are held in the aggregate by holders of Voting Stock (as defined
below) of the Company immediately prior to such transaction;


 


(ii)
any sale, lease, exchange, or other transfer, whether in one transaction or any series of related transactions, of all or significant
portions of the assets of the Company to any other corporation or other legal persons, less than a majority of the combined voting
power of the then-outstanding securities of such corporation or person immediately after such sale, lease, exchange, or transfer
is held in the aggregate by the holders of Voting Stock of the Company immediately prior to such sale, lease, exchange, or transfers;


 


(iii)
the stockholders of the Company approve any plan for the liquidation or dissolution of the Company;


 


(iv)
any person (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) other than an existing director of the Company becomes, either directly or indirectly, the beneficial owner (within
the meaning of Rule 13d-3 under the Exchange Act) of securities representing more than 33% of the combined voting power of the
then-outstanding securities entitled to vote generally in the election of directors of the Company (“Voting Stock”);
or


 


(v)
if at any time during a fiscal year a majority of the Board of Directors are replaced by persons who were not recommended for
those positions by at least two-thirds of the directors of the Company who were directors of the Company at the beginning of the
fiscal year.


 


(c)          Expenses.
For purposes of this Agreement, the term “expenses” shall be broadly construed and shall include, without limitation,
all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys’, witness,
or other professional fees and related disbursements, and other out-of-pocket costs of whatever nature), actually and reasonably
incurred by Indemnitee in connection with the investigation, defense or appeal of a proceeding or establishing or enforcing a
right to indemnification under this Agreement, the Code or otherwise, and amounts paid in settlement by or on behalf of Indemnitee,
but shall not include any judgments, fines or penalties actually levied against Indemnitee for such individual’s violations
of law. The term “expenses” shall also include reasonable compensation for time spent by Indemnitee for which he is
not compensated by the Company or any subsidiary or third party (i) for any period during which Indemnitee is not an agent, in
the employment of, or providing services for compensation to, the Company or any subsidiary; and (ii) if the rate of compensation
and estimated time involved is approved by the directors of the Company who are not parties to any action with respect to which
expenses are incurred, for Indemnitee while an agent of, employed by, or providing services for compensation to, the Company or
any subsidiary.


 






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(d)          Proceedings.
For purposes of this Agreement, the term “proceeding” shall be broadly construed and shall include, without limitation,
any threatened, pending, or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry,
administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or
otherwise and whether of a civil, criminal, administrative or investigative nature, and whether formal or informal in any case,
in which Indemnitee was, is or will be involved as a party or otherwise by reason of: (i) the fact that Indemnitee is or was a
director or officer of the Company; (ii) the fact that any action taken by Indemnitee or of any action on Indemnitee’s part
while acting as director, officer, employee or agent of the Company; or (iii) the fact that Indemnitee is or was serving at the
request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, and in any such case described above, whether or not serving in any such capacity at the time
any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses may be provided under
this Agreement.


 


(e)          Subsidiary.
For purposes of this Agreement, the term “subsidiary” means any corporation or limited liability company of which
more than 50% of the outstanding voting securities or equity interests are owned, directly or indirectly, by the Company and one
or more of its subsidiaries, and any other corporation, limited liability company, partnership, joint venture, trust, employee
benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee,
agent or fiduciary.


 


(f)          Independent
Counsel. For purposes of this Agreement, the term “independent counsel” means a law firm, or a partner (or, if
applicable, member) of such a law firm, that is experienced in matters of corporation law and neither presently is, nor in the
past five (5) 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.


 


2.          Agreement
to Serve. Indemnitee will serve, or continue to serve, as a director, officer, employee or agent of the Company or any subsidiary,
as the case may be, faithfully and to the best of his or her ability, at the will of such corporation (or under separate agreement,
if such agreement exists), in the capacity Indemnitee currently serves as an agent of such corporation, so long as Indemnitee
is duly appointed or elected and qualified in accordance with the applicable provisions of the bylaws or other applicable charter
documents of such corporation, or until such time as Indemnitee tenders his or her resignation in writing; provided, however,
that nothing contained in this Agreement is intended as an employment agreement between Indemnitee and the Company or any of its
subsidiaries or to create any right to continued employment of Indemnitee with the Company or any of its subsidiaries in any capacity.


 






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The
Company acknowledges that it has entered into this Agreement and assumes the obligations imposed on it hereby, in addition to
and separate from its obligations to Indemnitee under the Bylaws, to induce Indemnitee to serve, or continue to serve, as a director,
officer, employee or agent of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving
as a director, officer, employee or agent of the Company.


 


3.          Indemnification.


 


(a)          Indemnification
in Third Party Proceedings. Subject to Section 10 below, the Company shall indemnify Indemnitee to the fullest extent
permitted by the Code, as the same may be amended from time to time (but, only to the extent that such amendment permits Indemnitee
to broader indemnification rights than the Code permitted prior to adoption of such amendment), if Indemnitee is a party to or
threatened to be made a party to or otherwise involved in any proceeding, for any and all expenses, actually and reasonably incurred
by Indemnitee in connection with the investigation, defense, settlement or appeal of such proceeding.


 


(b)          Indemnification
in Derivative Actions and Direct Actions by the Company. Subject to Section 10 below, the Company shall indemnify Indemnitee
to the fullest extent permitted by the Code, as the same may be amended from time to time (but, only to the extent that such amendment
permits Indemnitee to broader indemnification rights than the Code permitted prior to adoption of such amendment), if Indemnitee
is a party to or threatened to be made a party to or otherwise involved in any proceeding by or in the right of the Company to
procure a judgment in its favor, against any and all expenses actually and reasonably incurred by Indemnitee in connection with
the investigation, defense, settlement, or appeal of such proceedings.


 


4.          Indemnification
of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has
been successful on the merits or otherwise in defense of any proceeding or in defense of any claim, issue or matter therein, including
the dismissal of any action without prejudice, the Company shall indemnify Indemnitee against all expenses actually and reasonably
incurred in connection with the investigation, defense or appeal of such proceeding.


 


5.          Partial
Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some
or a portion of any expenses actually and reasonably incurred by Indemnitee in the investigation, defense, settlement or appeal
of a proceeding, but is precluded by applicable law or the specific terms of this Agreement to indemnification for the total amount
thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.


 


6.          Advancement
of Expenses. To the extent not prohibited by law, the Company shall advance the expenses incurred by Indemnitee in connection
with any proceeding, and such advancement shall be made within twenty (20) days after the receipt by the Company of a statement
or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such expenses but,
in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that
would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request
of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a
court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified
by the Company. Advances shall be unsecured, interest free and without regard to Indemnitee’s ability to repay the expenses.
Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s
right to indemnification under this Agreement, or otherwise and this right of advancement, including expenses incurred preparing
and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery
of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay
the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not
subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section
shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any
claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b).


 






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7.          Notice
and Other Indemnification Procedures.


 


(a)          Notification
of Proceeding. Indemnitee will notify the Company in writing promptly 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 Indemnitee under this Agreement or otherwise.


 


(b)          Request
for Indemnification and Indemnification Payments. Indemnitee shall notify the Company promptly in writing upon receiving notice
of any demand, judgment or other requirement for payment that Indemnitee reasonably believes to the subject to indemnification
under the terms of this Agreement, and shall request payment thereof by the Company. Indemnification payments requested by Indemnitee
under Section 3 hereof shall be made by the Company no later than thirty (30) days after receipt of the written request of
Indemnitee. Claims for advancement of expenses shall be made under the provisions of Section 6 herein.


 


(c)          Application
for Enforcement. In the event the Company fails to make timely payments as set forth in Sections 6 or 7(b) above, Indemnitee
shall have the right to apply to any court of competent jurisdiction for the purpose of enforcing Indemnitee’s right to
indemnification or advancement of expenses pursuant to this Agreement. In such an enforcement hearing or proceeding, the burden
of proof shall be on the Company to prove that indemnification or advancement of expenses to Indemnitee is not required under
this Agreement or permitted by applicable law. Any determination by the Company (including its Board of Directors, stockholders
or independent counsel) that Indemnitee is not entitled to indemnification hereunder, shall not be a defense by the Company to
the action nor create any presumption that Indemnitee is not entitled to indemnification or advancement of expenses hereunder.


 


(d)          Indemnification
of Certain Expenses. Indemnitee shall be entitled to be paid for all expenses (including attorneys’ fees) in connection
with any hearing or proceeding under this Section 7 to enforce its rights to indemnification hereunder, and the Company shall
indemnify Indemnitee against all expenses incurred in connection with any such hearing or proceeding under this Section 7
unless the Company prevails in such hearing or proceeding on the merits in all material respects. In addition, in connection with
any hearing or proceeding under this Section 7 to enforce its rights to indemnification hereunder, Indemnitee shall be entitled
to receive advances of expenses pursuant to Section 6 unless and until such defense may be finally adjudicated by court order
or judgment from which no further right of appeal exists.


 






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8.          Assumption
of Defense. In the event the Company shall be requested by Indemnitee to pay the expenses of any proceeding, the Company,
if appropriate, shall be entitled to assume the defense of such proceeding, or to participate to the extent permissible in such
proceeding, with counsel reasonably acceptable to Indemnitee. Upon assumption of the defense by the Company and the retention
of such counsel by the Company, the Company shall not be liable to Indemnitee under this Agreement for any fees of counsel subsequently
incurred by Indemnitee with respect to the same proceeding, provided that Indemnitee shall have the right to employ separate counsel
in such proceeding at Indemnitee’s sole cost and expense. Notwithstanding the foregoing, at Indemnitee’s request following
a Change of Control, or if Indemnitee’s counsel delivers a written notice to the Company stating that such counsel has reasonably
concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or the
Company shall not, in fact, have employed counsel or otherwise actively pursued the defense of such proceeding within a reasonable
time, then in any such event the fees and expenses of Indemnitee’s counsel to defend such proceeding shall be subject to
the indemnification and advancement of expenses provisions of this Agreement.


 


9.          Insurance.
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 subsidiary (“D&O Insurance”), 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 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 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 Indemnitee, all amounts payable as a result
of such proceeding in accordance with the terms of such policies. 


 


10.          Exceptions.


 


(a)          Certain
Matters. Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of
this Agreement to indemnify Indemnitee on account of any proceeding with respect to (i) remuneration paid to Indemnitee if
it is determined by final judgment or other final adjudication that such remuneration was in violation of law (and, in this respect,
both the Company and Indemnitee have been advised that the Securities and Exchange Commission believes 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, as indicated in Section 10(d) below); (ii) a
final judgment rendered against Indemnitee for an accounting, disgorgement or repayment of profits made from the purchase or sale
by Indemnitee of securities of the Company against Indemnitee or in connection with a settlement by or on behalf of Indemnitee
to the extent it is acknowledged by Indemnitee and the Company that such amount paid in settlement resulted from Indemnitee's
conduct from which Indemnitee received monetary personal profit, pursuant to the provisions of Section 16(b) of the Securities
Exchange Act of 1934, as amended, or other provisions of any federal, state or local statute or rules and regulations thereunder;
(iii) a final judgment or other final adjudication that Indemnitee’s conduct was in knowingly fraudulent or constituted
willful misconduct (but only to the extent of such specific determination, and other than in connection with the operation of
the Company’s cannabis business in the ordinary course); or (iv) on account of conduct that is established by a final judgment
as constituting a breach of Indemnitee’s duty of loyalty to the Company or resulting in any personal profit or advantage
to which Indemnitee is not legally entitled. For purposes of the foregoing sentence, a final judgment or other adjudication may
be reached in either the underlying proceeding or action in connection with which indemnification is sought or a separate proceeding
or action to establish rights and liabilities under this Agreement.


 






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(b)          Claims
Initiated by Indemnitee. Any provision herein to the contrary notwithstanding, the Company shall not be obligated to indemnify
or advance expenses to Indemnitee with respect to proceedings or claims initiated or brought by Indemnitee against the Company
or its directors, officers, employees or other agents and not by way of defense, except (i) with respect to proceedings brought
to establish or enforce a right to indemnification under this Agreement or under any other agreement, provision in the Bylaws
or Certificate of Incorporation or applicable law, or (ii) with respect to any other proceeding initiated by Indemnitee that is
either approved by the Board of Directors or in which Indemnitee’s participation is required by applicable law. However,
indemnification or advancement of expenses may be provided by the Company in specific cases if the Board of Directors determines
it to be appropriate.


 


(c)          Unauthorized
Settlements. Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms
of this Agreement to indemnify Indemnitee under this Agreement for any amounts paid in settlement of a proceeding effected without
the Company’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent to any proposed settlement;
provided, however, that the Company may in any event decline to consent to (or to otherwise admit or agree to any liability for
indemnification hereunder in respect of) any proposed settlement if the Company is also a party in such proceeding and determines
in good faith that such settlement is not in the best interests of the Company and its stockholders.


 


(d)          Securities
Act Liabilities. Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the
terms of this Agreement to indemnify Indemnitee or otherwise act in violation of any undertaking appearing in and required by
the rules and regulations promulgated under the Securities Act of 1933, as amended (the “Act”), or in any registration
statement filed with the SEC under the Act. Indemnitee acknowledges that paragraph (h) of Item 512 of Regulation S-K currently
generally requires the Company to undertake in connection with any registration statement filed under the Act to submit the issue
of the enforceability of Indemnitee’s rights under this Agreement in connection with any liability under the Act on public
policy grounds to a court of appropriate jurisdiction and to be governed by any final adjudication of such issue. Indemnitee specifically
agrees that any such undertaking shall supersede the provisions of this Agreement and to be bound by any such undertaking. A determination
that Indemnitee is not entitled to indemnification pursuant to this Section 10(d) may be made by the Company upon receipt of a
written opinion from Independent Counsel, a copy of which opinion shall be delivered to the Indemnitee. In the event Indemnitee
disputes such opinion, Indemnitee shall in any event be entitled to seek enforcement of its rights hereunder pursuant to Section
7(c), and Indemnitee shall be indemnified in connection with costs in seeking such enforcement pursuant to Section 7(d).


 






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11.          Nonexclusivity
and Survival of Rights. The provisions for indemnification and advancement of expenses set forth in this Agreement shall not
be deemed exclusive of any other rights which Indemnitee may at any time be entitled under any provision of applicable law, the
Company’s Certificate of Incorporation, Bylaws or other agreements, both as to action in Indemnitee’s official capacity
and Indemnitee’s action as an agent of the Company, in any court in which a proceeding is brought, and Indemnitee’s
rights hereunder shall continue after Indemnitee has ceased acting as an agent of the Company and shall inure to the benefit of
the heirs, executors, administrators and assigns of Indemnitee. The obligations and duties of the Company to Indemnitee under
this Agreement shall be binding on the Company and its successors and assigns until terminated in accordance with its terms. The
Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially
all of the business or assets of the Company, 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.


 


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 or her corporate status prior to such amendment,
alteration or repeal. To the extent that a change in the Code, 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, Bylaws and
this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded
by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other
right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing
at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, by Indemnitee shall
not prevent the concurrent assertion or employment of any other right or remedy by Indemnitee.


 


12.          Term.
This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have
ceased to serve as a director or and/or officer, employee or agent of the Company; or (b) one (1) year after the final termination
of any proceeding, including any appeal then pending, in respect to which Indemnitee was granted rights of indemnification or
advancement of expenses hereunder.


 


No
legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against an Indemnitee
or an Indemnitee's estate, spouse, heirs, executors or personal or legal representatives after the expiration of ten (10) years
from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed
released unless asserted by the timely filing of a legal action within such five-year period; provided, however, that if any shorter
period of limitations is otherwise applicable to such cause of action, such shorter period shall govern.


 






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13.          Subrogation.
In the event of 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, at the request and expense of the Company, shall execute all papers required and shall do everything
that may be reasonably necessary to secure such rights, including the execution of such documents necessary to enable the Company
effectively to bring suit to enforce such rights.


 


14.          Interpretation
of Agreement. It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide
indemnification to Indemnitee to the fullest extent now or hereafter permitted by law.


 


15.          Severability.
If any provision 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 the 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 paragraph 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 14 hereof.


 


16.          Amendment
and Waiver. No supplement, modification, amendment, or cancellation 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.


 


17.          Notice.
Except as otherwise provided herein, any notice or demand which, by the provisions hereof, is required or which may be given to
or served upon the parties hereto shall be in writing and, if by telegram, telecopy or telex, shall be deemed to have been validly
served, given or delivered when sent, if by overnight delivery, courier or personal delivery, shall be deemed to have been validly
served, given or delivered upon actual delivery and, if mailed, shall be deemed to have been validly served, given or delivered
three (3) business days after deposit in the United States mail, as registered or certified mail, with proper postage prepaid
and addressed to the party or parties to be notified at the addresses set forth on the signature page of this Agreement (or such
other address(es) as a party may designate for itself by like notice). If to the Company, notices and demands shall be delivered
to the attention of the Secretary of the Company.


 






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18.          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.


 


19.          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 but one and the same Agreement. Only one such counterpart need be produced to evidence
the existence of this Agreement.


 


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


 


21.          Entire
Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and
supersedes all prior agreements, understandings and negotiations, written and oral, between the parties with respect to the subject
matter of this Agreement; provided, however, that this Agreement is a supplement to and in furtherance of the Company’s
Certificate of Incorporation, Bylaws, the Code and any other applicable law, and shall not be deemed a substitute therefor, and
does not diminish or abrogate any rights of Indemnitee thereunder.


  


[Signature
Page Follows]


 




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


 





	 	 	CALEMINDER
    INC.
	Addresses	 	 	 
	 	 	 	 
	10161
    Park Run Drive, Suite 150	 	By:	 
	Las
    Vegas, Nevada 89145	 	 	Name:	 
	 	 	 	Title:	 
	 	 	 	 
	 	 	 	 
	 	 	Signature
    of Indemnitee
	 	 	 	 
	 	 	Print
    or Type Name of Indemnitee





 




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