Exhibit
10.1 


 FORM
OF 




 


INDEMNIFICATION
AGREEMENT


 


THIS
INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2015 by and between Landwin Realty
Trust, Inc., a Maryland corporation (the “Company”), and the undersigned individual (“Indemnitee”).


 


WITNESSETH
THAT:


 


WHEREAS,
highly competent persons have become more reluctant to serve corporations as directors, officers or in other capacities unless
they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and
actions against them arising out of their service to and activities on behalf of the corporation;


 


WHEREAS,
the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified
individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons
serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary
and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given
current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more
exclusions. At the same time, directors, officers, and other persons in service to corporations or business enterprises are being
increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally
would have been brought only against the Company or business enterprise itself. The Amended and Restated Certificate of Incorporation
of the Company (the “Certificate”) and the By-laws of the Company (the “By-laws”) require
indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to the
General Corporation Law of the State of Maryland (“MGCL”). The Certificate, the By-laws and the MGCL expressly
provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be
entered into between the Company and members of the Board with respect to indemnification;


 


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


 


WHEREAS,
the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests
of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty
of such protection in the future;


 


WHEREAS,
it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses
on behalf of, such persons to the fullest extent permitted by law so that they will serve or continue to serve the Company free
from undue concern that they will not be so indemnified;


 


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


 


WHEREAS,
Indemnitee does not regard the protection available under the Certificate, the By-laws or insurance as adequate in the present
circumstances, and may not be willing to serve as an officer or director, or in any similar capacity, without adequate protection,
and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on
additional service for or on behalf of the Company on the condition that he be so indemnified.


 




    	 



    	 



    


 


NOW,
THEREFORE, in consideration of Indemnitee’s agreement to serve as a director of the Company after the date hereof, the parties
hereto agree as follows:


 


1. Indemnity
of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent not
prohibited by law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without
limiting the generality thereof:


 


(a)
Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) if, by reason of his Corporate
Status (as hereinafter defined), Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as
hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee
shall be indemnified against all Expenses (as hereinafter defined), liability and loss (including judgments, fines, ERISA
excise taxes or penalties, amounts paid or to be paid in settlement, and any interest, assessments, or other charges imposed
on any such amounts, and any federal, state, local, or foreign taxes imposed on Indemnitee as a result of the actual or
deemed receipt of any payments under this Agreement) (collectively, “Liabilities”) actually and reasonably
incurred by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee
acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the interests of the Company
and with respect to any criminal Proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful, it
being acknowledged that any action taken by the Indemnitee upon the advice of counsel shall provide a rebuttable presumption
that such action was not opposed to the interests of the Company or that Indemnitee had no reasonable cause to believe his
conduct was unlawful.


 


(b)
Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate
Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of
the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually incurred by
Indemnitee, or on Indemnitee’s behalf, in connection with such Proceeding if Indemnitee acted in good faith; provided,
however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue
or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the
extent that an appropriate court located in the State of Maryland, or any other court of competent jurisdiction, shall
determine that such indemnification may be made.


 


(c)Notwithstanding
any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is
successful, on the merits or otherwise, in any Proceeding, he shall be indemnified to the maximum extent not prohibited by law,
as such may be amended from time to time, against all Expenses actually and reasonably incurred by him or on his behalf in connection
therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one
or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses
actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter.
For purposes of this Section 1 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.


 


(d)
If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion
of Expenses and Liabilities, but not, however, for the total amount thereof, the Company shall nevertheless indemnify the
Indemnitee for the portion thereof to which the Indemnitee is entitled.


 




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2. Additional
Indemnity.


 


(a)
In addition to, and without regard to any limitations on, the indemnification provided for in Section 1, the Company shall
and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred by him or on his behalf if, by reason of his Corporate Status, he is, or is
threatened to be made, a party to or participant in any Proceeding (including, without limitation, a Proceeding by or in the
right of the Company), including, without limitation, all liability arising out of the negligence or active or passive
wrongdoing of Indemnitee.


 


(b)
In addition to, and without regard to any limitations on, the indemnification provided for in Section 1, in the event that
the Company provides rights to any person by reason of their Corporate Status or otherwise incurs a similar indemnification
obligation to any individual or entity that provides any greater rights to such indemnified individual or entity than the
rights provided to Indemnitee, then without any further action by any party to this Agreement, the Indemnitee shall be
provided such greater rights.


 


(c)
The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the
Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and
subject to the presumptions, set forth in Sections 6 and 7) to be unlawful.


 


3. Contribution.


 


(a)
Whether or not the indemnification provided in Sections 1 or 2 is available, in respect of any threatened, pending or
completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such
action, suit or proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of
such action, suit or proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and
relinquishes any right of contribution it may have against Indemnitee. The Company shall not enter into any settlement of any
action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit
or proceeding) unless (i) such settlement provides for a full and final release of all claims asserted against Indemnitee, or
(ii) the Indemnitee engaged in willful misconduct that violates applicable law or gross negligence, or (iii) the Indemnity
consents to such settlement.


 


(b)
Without diminishing or impairing the obligations of the Company set forth in Section 3(b), if, for any reason, Indemnitee
shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed
action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit
or proceeding), the Company shall contribute to the amount of expenses (including, without limitation, attorneys’ fees
and disbursements), judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by
Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees of the
Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or
proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction from which such action, suit or
proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent
necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers,
directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in
such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the events that
resulted in such expenses, judgments, fines or settlement amounts, as well as any other equitable considerations which the
Law may require to be considered. The relative fault of the Company and all officers, directors or employees of the Company,
other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on
the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which
their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary
or secondary and the degree to which their conduct is active or passive.


 




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(c)
The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be
brought by officers, directors or employees of the Company, other than Indemnitee, who may be jointly liable with
Indemnitee.


 


(d)
To the fullest extent not prohibited under law, if the indemnification provided for in this Agreement is unavailable
to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the
amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in
settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such
proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i)
the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause
to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and
Indemnitee in connection with such event(s) and/or transaction(s).


 


4. 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 to which Indemnitee is not a party, he shall be indemnified
against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.


 


5. Advancement
of Expenses. Notwithstanding any other provision of this Agreement, the Company shall advance all Expenses incurred by
or on behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate Status, including
without limitation, any retainers or similar payments or deposits, within thirty (30) 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 an undertaking by or on behalf of Indemnitee to repay any
Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such
Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free.


 


6. Procedures
and Presumptions for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure for
Indemnitee rights of indemnity that are as favorable as may be permitted under the MGCL and public policy of the State of
Maryland. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any
question as to whether Indemnitee is entitled to indemnification under this Agreement:


 


(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 in writing that Indemnitee has requested
indemnification.


 




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(b)
Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a), a determination, if
required by law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the
following four methods, which shall be at the election of the Board: (1) by a majority vote of the Disinterested Directors,
even though less than a quorum, (2) by a committee of Disinterested Directors designated by a majority vote of the
Disinterested Directors, even though less than a quorum, (3), if there are no Disinterested Directors, or if the
Disinterested Directors so direct, by Independent Legal Counsel (as defined below) in written advice to the Board, a copy of
which shall be delivered to Indemnitee, or (4) if so directed by the Board, by the stockholders of the Company.


 


(c)
If the determination of entitlement to indemnification is to be made by Independent Legal Counsel pursuant to Section 6(b),
the Independent Legal Counsel shall be selected as provided in this Section 6(c). The Independent Legal Counsel shall be
selected by the Board. Indemnitee may, within ten (10) days after such written notice of selection shall have been given,
deliver to the Company, as the case may be, a written objection to such selection; provided, however, that such objection may
be asserted only on the ground that the Independent Legal Counsel so selected does not meet the requirements of
“Independent Legal Counsel” as defined in Section 13, and the objection shall set forth with particularity the
factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Legal
Counsel. If a written objection is made and substantiated, the Independent Legal Counsel selected may not serve as
Independent Legal Counsel unless and until such objection is withdrawn or a court has determined that such objection is
without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant
to Section 6(a), no Independent Legal Counsel shall have been selected and not objected to, either the Company or Indemnitee
may petition the Maryland Court or other court of competent jurisdiction for resolution of any objection which shall have
been made by Indemnitee to the Company’s selection of Independent Legal Counsel and/or for the appointment as
Independent Legal Counsel of a person selected by the court or by such other person as the court shall designate, and the
person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Legal
Counsel under Section 6(b). The Company shall pay any and all reasonable fees and expenses of Independent Legal Counsel
incurred by such Independent Legal Counsel in connection with acting pursuant to Section 6(b), and the Company shall pay all
reasonable fees and expenses incident to the procedures of this Section 6(c), regardless of the manner in which such
Independent Legal Counsel was selected or appointed.


 


(d)
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. Anyone seeking to
overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.
Neither the failure of the Company (including, without limitation, by its directors or Independent Legal Counsel) to have
made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the
circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company
(including, without limitation, by its directors or Independent Legal Counsel) that Indemnitee has not met such applicable
standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable
standard of conduct.


 


(e)
Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of
account of the Enterprise, including, without limitation, financial statements, or on information supplied to Indemnitee by
the officers of the Enterprise (as hereinafter defined) in the course of their duties, or on the advice of legal counsel for
the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public
accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge
and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to
Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing
provisions of this Section 6(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in
good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone
seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing
evidence.


 




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(f)
If the person, persons or entity empowered or selected under this Section 6 to determine whether Indemnitee is entitled to
indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request
therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee
shall be entitled to such indemnification absent (i) a misstatement by Indemnitee of a material fact, or an omission of a
material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for
indemnification, or (ii) a prohibition of such indemnification under law; provided, however, that such 60-day period may be
extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making such
determination with respect to entitlement to indemnification in good faith requires such additional time to obtain or
evaluate documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this
Section 6(f) shall not apply if the determination of entitlement to indemnification is to be made by the stockholders
pursuant to Section 6(b) and if (A) within fifteen (15) days after receipt by the Company of the request for such
determination, the Board or the Disinterested Directors, if appropriate, resolve to submit such determination to
the stockholders for their consideration at an annual meeting thereof to be held within seventy-five (75) days after such
receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within fifteen (15) days
after such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (60) days
after having been so called and such determination is made thereat.


 


(g)
Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s
entitlement to indemnification, including, without limitation, 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 Independent Legal Counsel, member of
the Board or stockholder of the Company shall act reasonably and in good faith in making a determination regarding
Indemnitee’s entitlement to indemnification under this Agreement. Any costs or expenses (including, without limitation,
attorneys’ fees and disbursements) 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 hereby indemnifies and agrees to hold Indemnitee harmless therefrom.


 


(h)
The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a
party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to
which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without
limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall
be presumed that Indemnitee has been successful on the merits or otherwise in such action, suit or proceeding. Anyone seeking
to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing
evidence.


 


(i)
The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or
upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of
itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in
good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with
respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.


 




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7. Remedies
of Indemnitee.


 


(a)
In the event that (i) a determination is made pursuant to Section 6 that Indemnitee is not entitled to indemnification under
this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5, (iii) no determination of entitlement
to indemnification is made pursuant to Section 6(b) within ninety (90) days after receipt by the Company of the request for
indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within ten (10) days after receipt by
the Company of a written request therefor or (v) payment of indemnification is not made within ten (10) days after a
determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made
pursuant to Section 6, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Maryland, or
in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification. Indemnitee shall
commence such proceeding seeking an adjudication within one hundred and eighty (180) days following the date on which
Indemnitee first has the right to commence such proceeding pursuant to this Section 7(a). The Company shall not oppose
Indemnitee’s right to seek any such adjudication.


 


(b)
In the event that a determination shall have been made pursuant to Section 6(b) that Indemnitee is not entitled to
indemnification, any judicial proceeding commenced pursuant to this Section 7 shall be conducted in all respects as a de novo
trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section
6(b).


 


(c)
If a determination shall have been made pursuant to Section 6(b) that Indemnitee is entitled to indemnification, the Company
shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 7, absent (i) a
misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such
indemnification under law.


 


(d)
In the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of his rights under, or to recover
damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance
policies maintained by the Company, the Company shall pay on his behalf, in advance, any and all expenses (of the types
described in the definition of Expenses in Section 13) actually and reasonably incurred by him in such judicial adjudication,
regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or
insurance recovery.


 


(e)
The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the
procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any court having
jurisdiction over such proceeding that the Company is bound by all the provisions of this Agreement. The Company shall
indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt
by the Company of a written request therefore) advance, to the extent not prohibited by law, such expenses to Indemnitee,
which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of
Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies
maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification,
advancement of Expenses or insurance recovery, as the case may be.


 


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


 




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8. Non-Exclusivity;
Survival of Rights; Insurance; Subrogation; No Presumption.


 


(a)
The rights of indemnification as provided by this Agreement shall not be deemed exclusive of any other rights to which
Indemnitee may at any time be entitled under law, the Certificate, the By-laws, any agreement, a vote of stockholders, a
resolution 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. To the extent that a change in the MGCL or other law,
whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the
Certificate, the By-laws 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, shall not prevent the concurrent assertion or employment of any other right or
remedy.


 


(b)
To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors,
officers, employees, or agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise that such person serves at the request of the Company, 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
director, officer, employee, agent or fiduciary under such policy or policies. If, at the time of the receipt of a notice of
a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company shall
give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the
respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on
behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies. In
connection with any sale of the Company, including any merger, the Company shall use its reasonable commercial efforts to
maintain an insurance policy for a reasonable period or “tail” after the closing date of such sale or
merger.


 


(c)
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.


 


(d)
The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and
to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or
otherwise.


 


(e)
The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request
of the Company as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification
or advancement of expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise.


 


(f)
For purposes of this Agreement, to the fullest extent permitted by law, the termination of any Proceeding, action, suit or
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 applicable
law.


 




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9. Exception
to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under
this Agreement to make any indemnity in connection with any claim made against Indemnitee:


 


(a)
for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity
provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
or


 


(b)
for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the
Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of
state statutory law or common law; or


 


(c)
in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any
part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other
indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii)
the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under
law.


 


10. Duration
of Agreement. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee
is a director of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise), plus three (3) years thereafter, and shall
continue in all events thereafter so long as Indemnitee shall be subject to any Proceeding (or any proceeding commenced under
Section 7) by reason of his Corporate Status, not matter when instituted, whether or not he is acting or serving in any such
capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement.
This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their
respective successors (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), assigns, spouses, heirs, executors and personal and legal
representatives. Notwithstanding the foregoing, no legal action shall be brought and no cause of action shall be asserted by
or on behalf of the Company or any affiliate of the Company against the Indemnitee, the Indemnitee’s 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 or its affiliate shall be extinguished and deemed released unless
asserted by the timely filing of a legal action within such period; provided, however, that if any shorter statute of
limitations is otherwise applicable to any such cause of action, such shorter statute of limitations shall govern.


 


11. Security.
To the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide
security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust
or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written
consent of Indemnitee.


 




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12. Enforcement.


 


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


 


(b)
This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the
subject matter hereof.


 


13. Definitions.
For purposes of this Agreement


 


(a)
“Corporate Status” describes the status of a person who is or was a director, officer, employee, agent or
fiduciary of the Company, a subsidiary of the Company or of any other corporation, partnership, limited liability company,
joint venture, trust, employee benefit plan or other enterprise that such person is or was serving at the express written
request of the Company. For the avoidance of doubt, “Corporate Status” does not include the status of a person
described in the foregoing sentence in his or her role as a representative of any stockholder of the Company.


 


(b)
“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.


 


(c)
“Enterprise” shall mean the Company and any other corporation, partnership, limited liability company, joint
venture, trust, employee benefit plan or other enterprise that Indemnitee is or was serving at the express written request of
the Company as a director, officer, employee, agent or fiduciary.


 


(d)
“Expenses” shall include all attorneys’ fees, disbursements, 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, participating, or being or preparing to be a witness
in a Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding,
including without limitation the premium, security for, and other costs relating to any cost bond, supersede as bond, or
other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the
amount of judgments or fines against Indemnitee.


 


(e)
“Independent Legal Counsel” means a law firm, or a member of a law firm, that is experienced in matters of
corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or
Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this
Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding
giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Legal
Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing,
would have a conflict of interest in representing either the Company or Indemnitee in an action to determine
Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees of the Independent Legal
Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages
arising out of or relating to this Agreement or its engagement pursuant hereto.


 




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(f)
“Proceeding” includes 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 by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative,
in which Indemnitee was, is or will be involved as a party or otherwise, by reason of the fact that Indemnitee is or was an
officer or director of the Company, by reason of any action taken by him or of any inaction on his part while acting as an
officer or director of the Company, or by reason of the fact that he is or was serving at the request of the Company as a
director, officer, employee, agent or fiduciary of another corporation, partnership, limited liability company, joint
venture, trust or other Enterprise; in each case whether or not he is acting or serving in any such capacity at the time any
liability or expense is incurred for which indemnification can be provided under this Agreement; including one pending on or
before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant Section 7 to enforce his rights
under this Agreement.


 


14. Severability.
The invalidity of unenforceability of any provision hereof shall in no way affect the validity or enforceability of any
other provision. Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee
indemnification rights to the fullest extent permitted by law. In the event any provision hereof conflicts with any law, such
provision shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such
conflict.


 


15. Modification
and Waiver. No supplement, modification, termination or amendment of this Agreement shall be binding unless executed in
writing by both of the parties hereto. No 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
By Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving
any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter
which may be subject to indemnification covered hereunder. The failure to so notify the Company shall not relieve the Company
of any obligation which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such
failure or delay materially prejudices the Company.


 


17. Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed
effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or
facsimile if such address is so provided under this Section 17 and sent during normal business hours of the recipient, and if
not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified mail,
return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier,
specifying next day delivery, with written verification of receipt. All communications shall be sent:


 


(a)
To Indemnitee at the address set forth below Indemnitee signature hereto.


 


(b)
To the Company at:


 


Landwin
Realty Trust, Inc.


17200
Ventura Boulevard, Suite 206


Encino,
California 91316


Tel:
(818) 783-4343


Attention:
Chairman of the Board


 




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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; provided, that any notice providing such other address shall be effective only if such notice expressly references this Agreement
and this Section 17.


 


18. Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same Agreement. This Agreement may also be executed and delivered by facsimile
signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.


 


19. 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 thereof.


 


20. Arbitration.
Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement,
interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate,
shall be determined by arbitration in Honolulu, Hawaii if the Indemnitee commences the action or proceeding or the State of
domicile of the Indemnitee if the Company commences the action or proceeding, in each case, before three arbitrators. The
arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance
with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. This
clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate
jurisdiction and shall not remove the exclusive jurisdiction of the Maryland Court to the extent such court has exclusive
jurisdiction with respect to any action or proceeding relating to this Agreement or the subject matter of this
Agreement.


 


21. Governing
Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and
construed and enforced in accordance with, the laws of the State of Maryland, without regard to its conflict of laws rules.
The Company and Indemnitee hereby irrevocably and unconditionally (i) agree that, subject to the provisions of Section 20,
any action or proceeding arising out of or in connection with this Agreement shall be brought and maintained only in the
Maryland Court, and not in any other state or federal court in the United States of America or any court in any other
country, unless the Maryland Court is unable to adjudicate such action or proceeding, whereupon such action or proceeding may
be brought and maintained in any court of competent jurisdiction, (ii) consent to submit to the exclusive jurisdiction of the
Maryland Court for purposes of any action or proceeding arising out of or in connection with this Agreement, unless such
action or proceeding is brought or maintained in another court as provided in clause (i) above, (iii) appoint, to the extent
such party is not otherwise subject to service of process in the State of Maryland, irrevocably the Maryland Court as its
agent in the State of Maryland as such party’s agent for acceptance of legal process in connection with any such action
or proceeding against such party with the same legal force and validity as if served upon such party personally within the
State of Maryland, (iv) waive any objection to the laying of venue of any such action or proceeding in the Maryland Court,
unless such action or proceeding is brought or maintained in another court as provided in clause (i) above, and (v) waive,
and agree not to plead or to make, any claim that any such action or proceeding brought in the Maryland Court has been
brought in an improper or inconvenient forum, unless such action or proceeding is brought or maintained in another court as
provided in clause (i) above.


 


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


 


	 	COMPANY
    
	 	 
	 	Landwin
    Realty trust, inc. 
	 	 
	 	By:	 
	 	Name:	 
	 	

        

        Title:
	 


 


	 	INDEMNITEE
	 	 
	 	By:	 
	 	 	 
	 	Name:	[NAME]
	 	 	 
	 	

        Address:
	[ADDRESS]

	 	 	 
	 	Current
    Position:
	 	 	 
	 	Phone:	[PHONE]
	 	 	 
	 	Fax:	[FAX]
	 	 	 
	 	Email:	[EMAIL]