Form of Indemnification Agreement for Staktek's directors and officers




 EXHIBIT 10.9 
  
 STAKTEK HOLDINGS, INC. 
  
 INDEMNIFICATION AGREEMENT 
  
 THIS INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of
                          [Insert Date], 2003 (the “Effective Date”), is made by and
between Staktek Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned indemnitee (the “Indemnitee”). 
  
 RECITALS 
  
 WHEREAS, the Company is aware that, in order to induce highly competent persons to serve the Company as directors or in other capacities, the Company must
provide such persons with adequate protection through insurance and indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the Company. The difficulty of obtaining
adequate directors’ and officers’ liability insurance in the current market has increased the difficulty of attracting and retaining such persons. The Board of Directors of the Company (the “Board”) has determined
that (1) it is essential to the best interests of the Company’s stockholders that the Company act to assure such persons that there will be increased certainty of such protection in the future, and that (2) it is reasonable, prudent and
necessary for the Company contractually to obligate itself to indemnify such persons to the fullest extent permitted by applicable law and Section 145 of the Delaware General Corporation Law (“Section 145”) so that they will
continue to serve the Company free from undue concern that they will not be so indemnified. The Indemnitee is willing to serve, continue to serve, or take on additional service for or on behalf of the Company on the condition that he be so
indemnified. 
  
 AGREEMENT 
  
 NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows: 
  
 1. Definitions. 
  
 (a) Agent. For the purposes of this Agreement,
“agent” of the Company means any person who is or was a director, officer, employee or other agent of the Company or a subsidiary of the Company; or is or was serving at the request of, for the convenience of, or to represent
the interests 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 was a director, officer, employee or agent of
a foreign or domestic corporation that was a predecessor corporation of the Company or a subsidiary of the Company, or was a director, officer, employee or agent of another enterprise at the request of, for the convenience of, or to represent the
interests of such predecessor corporation. 
  

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 (b) Change in Control. For the purposes of this Agreement, “Change in
Control” means, and shall be deemed to have occurred if, on or after the date of this Agreement, (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended), other than (A) Austin Ventures VII, L.P., Austin Ventures VIII, L.P. or any of their respective affiliates, other than the Company and its subsidiaries (collectively, “AV”), (B) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company acting in such capacity, or (C) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company,
becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing more than 50% of the total voting power represented by the Company’s then
outstanding voting securities, (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or
nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) a merger or consolidation of the Company is consummated with any other corporation other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 80% of the total voting power represented
by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the Company consummates a plan of complete liquidation of the Company or an agreement for the sale or disposition by the
Company of (in one transaction or a series of related transactions) all or substantially all of the Company’s assets. 
  
 (c) Expenses. For purposes of this Agreement, “expenses” include all out-of-pocket expenses or costs of any type or nature
whatsoever (including, without limitation, all attorneys’ fees and related disbursements), actually and reasonably incurred by the Indemnitee in connection with either the investigation, defense or appeal of a proceeding (as defined below) or
establishing or enforcing a right to indemnification under this Agreement or 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. 
  
 (d) Independent
Legal Counsel. For the purpose of this Agreement, “Independent Legal Counsel” means an attorney or firm of attorneys, selected in accordance with the provisions of Section 19 who shall not have otherwise performed
services within the last three years (other than with respect to matters concerning the rights of the Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements) for the Company, the board of directors of the
Company, any committee of that board of directors, the Indemnitee or an affiliate of Indemnitee. 
  
 (e) 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. 
  

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 (f) Reviewing Party. For the purpose of this Agreement, “Reviewing Party”
means, subject to the provisions of Section 19, any person or body appointed by the Board of Directors in accordance with applicable law to review the Company’s obligations hereunder, under the Company’s Certificate of Incorporation
and Bylaws and under applicable law, which may include a member or members of the Company’s Board of Directors, Independent Legal Counsel or any other person or body not a party to the particular claim for which the indemnitee is seeking
indemnification. 
  
 (g) Subsidiary. For purposes of this
Agreement, “subsidiary” means any corporation of which more than fifty percent (50%) of the outstanding voting securities is owned directly or indirectly by the Company, by the Company and one or more other subsidiaries, or
by one or more other subsidiaries. 
  
 2. Agreement to
Serve. In consideration of the protection afforded by the Agreement, the Indemnitee agrees to serve and/or continue to serve as an agent of the Company, at its will (or under separate agreement, if such agreement exists), in the capacity
Indemnitee currently serves as an agent of the Company, so long as he is duly appointed or elected and qualified in accordance with the applicable provisions of the Bylaws of the Company or any subsidiary of the Company or until such time as he
tenders his resignation in writing; provided, however, that nothing contained in this Agreement is intended to create any right to continued service or employment by Indemnitee. 
  
 3. Liability Insurance. 
  
 (a) Maintenance of D&O Insurance. The Company hereby covenants and agrees that, so long as the Indemnitee shall continue to serve as an agent
of the Company and thereafter so long as the Indemnitee shall be subject to any possible proceeding by reason of the fact that the Indemnitee was an agent of the Company, and in no event for a period of less than six years after the indemnitee has
discontinued his service as an agent of the Company, the Company, subject to Section 3(c), shall obtain and maintain in full force and effect directors’ and officers’ liability insurance (“D&O Insurance”)
in reasonable amounts from established and reputable insurers. 
  
 (b) Rights and Benefits. In all policies of D&O Insurance, if any, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably
insured of the Company’s directors, if the Indemnitee is a director; or of the Company’s officers, if the Indemnitee is not a director of the Company but is an officer; or of the Company’s key employees, if the Indemnitee is not a
director or officer but is a key employee. 
  
 4. Mandatory
Indemnification. Subject to Section 8 below, the Company shall indemnify the Indemnitee as follows: 
  
 (a) Successful Defense. To the extent the Indemnitee has been successful on the merits or otherwise in defense of any proceeding (including,
without limitation, an action by or in the right of the Company) to which the Indemnitee was a party by reason of the fact that he is or was an agent of the Company at any time, against all expenses of any type whatsoever actually and reasonably
incurred by him in connection with the investigation, defense or appeal of such proceeding. 
  

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 (b) 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 (other than an action by or in the right of the Company) by reason of the fact that he is or was an agent of the Company, or by reason of anything done or not done by him in any such capacity, the Company shall
indemnify the Indemnitee against any and all expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) actually and reasonably incurred by him
or on his behalf in connection with the investigation, defense, settlement or appeal of such proceeding, provided the Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company
and its stockholders, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. 
  
 (c) 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 by reason of the fact that he is or was an agent of the Company, or by reason of anything done or not done by him in any such capacity, the Company shall indemnify the Indemnitee against all expenses actually and reasonably
incurred by him or on his behalf in connection with the investigation, defense, settlement, or appeal of such proceeding, provided the Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company and its stockholders; except that no indemnification under this subsection 4(c) shall be made in respect to any claim, issue or matter as to which Indemnitee shall have been finally adjudged to be liable to the
Company by a court of competent jurisdiction unless and only to the extent that the court in which such proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the
case, Indemnitee is fairly and reasonably entitled to indemnity for such amounts which the court shall deem proper. 
  
 (d) Actions where Indemnitee is Deceased. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding
by reason of the fact that he is or was an agent of the Company, or by reason of anything done or not done by him in any such capacity, and if prior to, during the pendency of or after completion of such proceeding Indemnitee dies, the Company shall
indemnify the Indemnitee’s heirs, executors and administrators against any and all expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in
settlement) actually and reasonably incurred to the extent Indemnitee would have been entitled to indemnification pursuant to Sections 4(a), 4(b), or 4(c) above were Indemnitee still alive. 
  
 (e) Exclusions. 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 and penalties, and amounts paid in settlement) for which payment is actually made to or
on behalf of Indemnitee under an insurance policy of D&O Insurance, or under an indemnity clause, by-law or agreement; provided, however, that if, for any reason whatsoever, all or part of such payment is rescinded and the
Indemnitee has to return all or part of such payment, the indemnification obligations of the Company under this Agreement shall apply to the full amount of such returned payment. 
  

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 (f) Timing of Payments. All payments on account of the Company’s indemnification obligations
under this Agreement, other than expense advances made pursuant to Section 6, shall be made within thirty (30) days of the Indemnitee’s request therefor. 
  
 5. 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 (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) incurred by him in the investigation,
defense, settlement or appeal of a proceeding, but not entitled, however, to indemnification for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion thereof to which
the Indemnitee is not entitled. 
  
 6. Mandatory Advancement of
Expenses. Subject to Section 8(a) below, the Company shall advance all expenses incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of 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. If required by Section 145, the Indemnitee shall deliver a written undertaking to the Company to repay such amounts advanced if it shall be
determined ultimately by a court in a final adjudication from which there is no further right of appeal that the Indemnitee is not entitled to be indemnified by the Company as authorized hereby. The Indemnitee’s obligation, if any, to reimburse
the Company shall be unsecured and no interest shall be charged thereon. The advances to be made hereunder shall be paid by the Company to the Indemnitee within ten (10) days following delivery of a written request therefor by the Indemnitee to the
Company. In the event that the Company fails to pay expenses as incurred by the Indemnitee as required by this paragraph, Indemnitee may seek mandatory injunctive relief from any court having jurisdiction to require the Company to pay expenses as
set forth in this paragraph. If Indemnitee seeks mandatory injunctive relief pursuant to this paragraph, it shall not be a defense to enforcement of the Company’s obligations set forth in this paragraph that Indemnitee has an adequate remedy at
law for damages. 
  
 7. Notice and Other Indemnification
Procedures. 
  
 (a) 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; provided, however, that the failure to give such notice shall not limit the Indemnitee’s rights to indemnification hereunder, except to the extent that the Company is materially prejudiced by
such failure to give notice or delay in giving notice. 
  
 (b) If,
at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7(a) 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 

  

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accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such
insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies. 
  
 (c) In the event the Company shall be obligated to pay the expenses of any proceeding against the Indemnitee, the Company shall be entitled, but not
obligated, to assume the defense of such proceeding, with counsel approved by the Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do. 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 (i) the
Indemnitee shall have the right to employ his counsel in any such proceeding at the Indemnitee’s expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) the Indemnitee shall have
reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the
fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. 
  
 8. Exceptions. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement: 
  
 (a) 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, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the
Board, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the General Corporation Law of Delaware or (iv) the proceeding is brought to establish or enforce a right to
indemnification under this Agreement or any other statute or law or otherwise as required under Section 145; 
  
 (b) Lack of Good Faith. To indemnify the Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by the
Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or 
  
 (c) Unauthorized Settlements. To indemnify the Indemnitee under this
Agreement for any amounts paid in settlement of a proceeding unless the Company consents to such settlement, which consent shall not be unreasonably withheld. 
  

9. Non-exclusivity. The provisions for indemnification and advancement of expenses set forth in this Agreement shall not be deemed exclusive of
any other rights which the Indemnitee may have under any provision of law, the Company’s Certificate of Incorporation, as amended and restated from time to time, or Bylaws, the vote of the Company’s stockholders or disinterested directors,
other agreements, or otherwise, both as to action in his official capacity 

  

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and to action in another capacity while occupying his 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. 
  
 10. Enforcement. 
  
 (a) Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in the Chancery
Court of the State of Delaware if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within thirty (30) days of request therefor. Indemnitee, in such enforcement action, if
successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a
claim for expenses pursuant to Section 6 hereof, provided that any required undertaking has been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and
8 hereof. Neither the failure of the Company (including its Board or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an
actual determination by the Company (including, without limitation, its Board or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification
under this Agreement or otherwise. Unless there has been a final adjudication by a court of competent jurisdiction to the contrary, the Company shall have the burden of proving that indemnification is not required under this Agreement. 

 
 (b) Any costs incurred by or on behalf of Indemnitee in any claim or
proceeding for enforcement of Indemnitee’s rights under this Agreement will be promptly reimbursed by the Company irrespective of the outcome of that claim or proceeding except where it shall be determined ultimately by a court of competent
jurisdiction in a final adjudication from which there is no further right of appeal that such claim or proceeding by or on behalf of the Indemnitee was frivolous. 
  
 11. 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 shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights.

  
 12. Survival of Rights. 
  
 (a) All agreements and obligations of the Company contained herein shall
continue during the period Indemnitee is an agent of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal,
arbitrational, administrative or investigative, by reason of the fact that Indemnitee was serving in the capacity referred to herein. 
  

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 (b) The Company shall require any successor to the Company (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all, substantially all, or a substantial part of the business or assets of the Company, by written agreement in form and substance satisfactory to the 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. 
  
 (c) This Agreement shall be binding on and inure to the benefit of the heirs, personal representatives and estate of the Indemnitee and shall continue in
effect regardless of whether the Indemnitee continues to serve as an agent of the Company. 
  
 13. Scope. Notwithstanding any other provision of this Agreement, the Company hereby agrees to indemnify the Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not
specifically authorized by the other provisions of this Agreement, the Company’s Certificate of Incorporation, the Company’s Bylaws or by statute (each as amended and/or restated from time to time). In the event of any change, after the
date of this Agreement, in any applicable law, statute, or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes shall be, ipso facto, within the purview of
Indemnitee’s rights and Company’s obligations under this Agreement. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its board of directors or an
officer, such changes, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties’ rights and obligations hereunder. 
  
 14. Severability. If any provision or provisions of this Agreement
shall be held to be invalid, illegal or unenforceable for any reason whatsoever, (i) 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 (ii) 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 13 hereof. 
  
 15. 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. 
  
 16. Notice. All notices, requests,
demands and other communications under this Agreement shall be in writing and shall be deemed duly given (i) if delivered by hand or courier and receipted for by the party addressee or (ii) 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. 
  

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 17. 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 without regard to the conflict of law principles thereof. 
  
 18. Consent to Jurisdiction and Venue. 
  
 (a) The Company and the Indemnitee each hereby irrevocably agrees that any
action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect thereof brought by the other party hereto or its or his heirs, successors or assigns, shall be brought and determined in the Chancery
Court of the State of Delaware, and the Company and the Indemnitee each hereby irrevocably submits with regard to any such action or proceeding for itself or himself, generally and unconditionally, to the exclusive jurisdiction of the Chancery Court
of the State of Delaware; provided, however, that such consent to jurisdiction is solely for the purpose referred to in this Section 18 and shall not be deemed to be general submission to the jurisdiction of said court or in the State of
Delaware other than for such purpose. The Company and the Indemnitee each hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise in any action or proceeding in respect of this Agreement, (i)
any claim that it or he is not personally subject to the jurisdiction of the Chancery Court of the State of Delaware for any reason or that it or he is exempt or immune from jurisdiction of such court or any legal process commenced in such court,
and (ii) to the fullest extent permitted by applicable law, that the action or proceeding in the Chancery Court of the State Delaware is brought in an inconvenient forum, that the venue of such action or proceeding is improper, or that this
Agreement, or the subject matter hereof, may not be enforced in or by such court. 
  
 (b) Notwithstanding the provisions of Section 18(a), if the Chancery Court of the State of Delaware will not take jurisdiction over any action or proceeding brought in accordance with the provisions of
Section 18(a), the Company and the Indemnitee hereby agree that any court of or in the State of Delaware may be substituted for the Chancery Court of the State of Delaware in Section 18(a) with the same force and effect in all
respects. 
  
 19. Selection of Reviewing Party. If the
Indemnitee shall make a claim for indemnification, advancement of expenses or other benefits hereunder, a majority of the disinterested members of the Board of Directors shall appoint a Reviewing Party to determine the rights of Indemnitee and
obligations of the Company hereunder, under the Company’s Certificate of Incorporation and Bylaws, any other applicable agreements and applicable law; provided, however, that if there has been a Change in Control or if there are no
disinterested members of the Board of Directors, the Reviewing Party shall be Independent Legal Counsel selected by the disinterested members of the Board of Directors of the Company (or if there shall be no disinterested directors, by the General
Counsel of the Company, if there is a disinterested General Counsel, and if not, then by the most senior disinterested officer of the Company) and approved by the Indemnitee if the Indemnitee shall so request. Such counsel, among other things, shall


  

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render its written opinion to the Company and the Indemnitee as to whether and to what extent the Indemnitee would be entitled to be indemnified hereunder
under applicable law and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including
attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. 
  
 20. No Presumptions; Burden of Proof. For purposes of this Agreement, the termination of any claim by judgment, order, settlement (whether with or
without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that the Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has
determined that indemnification is not permitted by this Agreement or applicable law. 
  
 21. Period of Limitations. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s estate, spouse, heirs, executors or
personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a
legal action within such two year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action, such shorter period shall govern. 
  
 22. Counterparts; Facsimile Signatures. This Agreement may be executed
in one or more counterparts, each of which shall constitute an original, but all of which together shall constitute one instrument. Signatures transmitted via facsimile shall be deemed originals for purposes of this Agreement. 
  
 Remainder of Page Intentionally Left Blank. 
  
  

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 IN WITNESS WHEREOF, the parties hereto have entered into this Agreement effective as of the Effective
Date. 
  

	THE COMPANY:
	
	 STAKTEK HOLDINGS, INC.

	
	 By:


	 Name:


	 Title


	
	 Address: 8900 Shoal Creek Blvd., Suite 125
                 Austin, Texas
78757

	
	THE INDEMNITEE:
	
	 [NAME]

	
	

	 [Name]

	
	 Address:


	
	



  
 Signature
Page to Indemnification Agreement