Exhibit 10.2


 


DIRECTOR
AND OFFICER INDEMNIFICATION AGREEMENT


 


This Director and Officer Indemnification
Agreement, dated as of ___________ ___, ____ (this “Agreement”), is made by and between __________________________,
a Delaware corporation (the “Company”), and _______________________ (“Indemnitee”).


 


RECITALS:


 


A.           Section 141
of the Delaware General Corporation Law provides that the business and affairs of a corporation shall be managed by or under the
direction of its board of directors.


 


B.           Pursuant
to Sections 141 and 142 of the Delaware General Corporation Law, significant authority with respect to the management of the
Company has been delegated to the officers of the Company.


 


C.           By
virtue of the managerial prerogatives vested in the directors and officers of a Delaware corporation, directors and officers act
as fiduciaries of the corporation and its stockholders.


 


D.           Thus,
it is critically important to the Company and its stockholders that the Company be able to attract and retain the most capable
persons reasonably available to serve as directors and officers of the Company.


 


E.           In
recognition of the need for corporations to be able to induce capable and responsible persons to accept positions in corporate
management, Delaware law authorizes (and in some instances requires) corporations to indemnify their directors and officers, and
further authorizes corporations to purchase and maintain insurance for the benefit of their directors and officers.


 


F.           The
Delaware courts have recognized that indemnification by a corporation serves the dual policies of (1) allowing corporate officials
to resist unjustified lawsuits, secure in the knowledge that, if vindicated, the corporation will bear the expense of litigation
and (2) encouraging capable women and men to serve as corporate directors and officers, secure in the knowledge that the corporation
will absorb the costs of defending their honesty and integrity.


 


G.           The
number of lawsuits challenging the judgment and actions of directors and officers of Delaware corporations, the costs of defending
those lawsuits, and the threat to directors’ and officers’ personal assets have all materially increased over the past
several years, chilling the willingness of capable women and men to undertake the responsibilities imposed on corporate directors
and officers.


 


H.           Recent
federal legislation and rules adopted by the Securities and Exchange Commission and the national securities exchanges have imposed
additional disclosure and corporate governance obligations on directors and officers of public companies and have exposed such
directors and officers to new and substantially broadened civil liabilities.


 



    	 



    	 



    

 


I.           These
legislative and regulatory initiatives have also exposed directors and officers of public companies to a significantly greater
risk of criminal proceedings, with attendant defense costs and potential criminal fines and penalties.


 


J.           Under Delaware law, a director’s
or officer’s right to be reimbursed for the costs of defense of criminal actions, whether such claims are asserted under
state or federal law, does not depend upon the merits of the claims asserted against the director or officer and is separate and
distinct from any right to indemnification the director or officer may be able to establish, and indemnification of the director
or officer against criminal fines and penalties is permitted if the director or officer satisfies the applicable standard of conduct.


 


K.          Indemnitee
is a director or officer of the Company and his or her willingness to serve in such capacity is predicated, in substantial part,
upon the Company’s willingness to indemnify him or her in accordance with the principles reflected above, to the fullest
extent permitted by the laws of the state of Delaware, and upon the other undertakings set forth in this Agreement.


 


L.           Therefore,
in recognition of the need to provide Indemnitee with substantial protection against personal liability, in order to procure Indemnitee’s
continued service as a director or officer of the Company and to enhance Indemnitee’s ability to serve the Company in an
effective manner, and in order to provide such protection pursuant to express contract rights (intended to be enforceable irrespective
of, among other things, any amendment to the Company’s certificate of incorporation or bylaws (collectively, the “Constituent
Documents”), any change in the composition of the Company’s Board of Directors (the “Board”)
or any change-in-control or business combination transaction relating to the Company), the Company wishes to provide in this Agreement
for the indemnification of and the advancement of Expenses (as defined in Section 1(e)) to Indemnitee as set forth in this Agreement
and for the continued coverage of Indemnitee under the Company’s directors’ and officers’ liability insurance
policies.


 


M.            In
light of the considerations referred to in the preceding recitals, it is the Company’s intention and desire that the provisions
of this Agreement be construed liberally, subject to their express terms, to maximize the protections to be provided to Indemnitee
hereunder.


 


AGREEMENT:


 


NOW, THEREFORE, the parties hereby agree
as follows:


 


1.  Certain
Definitions. In addition to terms defined elsewhere herein, the following terms have the following meanings when used in this
Agreement with initial capital letters:


 


(a)  “Claim”
means (i) any threatened, asserted, pending or completed claim, demand, action, suit or proceeding (including any cross claim
or counterclaim in any action, suit or proceeding), whether civil, criminal, administrative, arbitrative, investigative or other,
and whether made pursuant to federal, state or other law (including securities laws); and (ii) any threatened, pending or
completed inquiry or investigation (including discovery), whether made, instituted or conducted by or at the behest of the Company
or any other person, including any federal, state or other court or governmental entity or agency and any committee or other representative
of any corporate constituency, that Indemnitee believes might lead to the institution of any such claim, demand, action, suit or
proceeding.


 



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(b)  “Controlled
Affiliate” means any corporation, limited liability company, partnership, joint venture, trust or other entity or
enterprise, whether or not for profit, that is directly or indirectly controlled by the Company. For purposes of this definition,
“control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management
or policies of an entity or enterprise, whether through the ownership of voting securities, through other voting rights, by contract
or otherwise; provided that direct or indirect beneficial ownership of capital stock or other interests in an entity or
enterprise entitling the holder to cast 20% or more of the total number of votes generally entitled to be cast in the election
of directors (or persons performing comparable functions) of such entity or enterprise shall be deemed to constitute control for
purposes of this definition.


 


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


 


(d)  “ERISA
Losses” means any taxes, penalties or other liabilities under the Employee Retirement Income Security Act of 1974,
as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended.


 


(e)  “Expenses”
means attorneys’ and experts’ fees and expenses and all other costs and expenses paid or incurred in connection with
investigating, defending (including affirmative defenses and counterclaims), being a witness in or participating in (including
on appeal), or preparing to investigate, defend, be a witness in or participate in (including on appeal), any Claim.


 


(f)  “Incumbent
Directors” means the individuals who, as of the date hereof, are members of the Board and any individual becoming
a member of the Board subsequent to the date hereof whose election, nomination for election by the Company’s stockholders,
or appointment, was approved by a vote of at least two-thirds of the then Incumbent Directors; provided, however,
that an individual shall not be an Incumbent Director if such individual’s election or appointment to the Board occurs as
a result of an actual or threatened election contest (as described in Rule 14a-12(c) of the Securities Exchange Act of 1934, as
amended) with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents
by or on behalf of a Person other than the Board.


 



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(g)  “Indemnifiable
Claim” means any Claim based upon, arising out of or resulting from (i) any actual, alleged or suspected act
or failure to act by Indemnitee in his or her capacity as a director, officer, employee or agent of the Company or as a director,
officer, employee, member, manager, trustee, fiduciary or agent of any Controlled Affiliate or other corporation, limited liability
company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit (including any employee benefit
plan or related trust), as to which Indemnitee is or was serving at the request of the Company as a director, officer, employee,
member, manager, trustee or agent, (ii) any actual, alleged or suspected act or failure to act by Indemnitee in respect of
any business, transaction, communication, filing, disclosure or other activity of the Company or any other entity or enterprise
referred to in clause (i) of this sentence, or (iii) Indemnitee’s status as a current or former director, officer,
employee or agent of the Company or as a current or former director, officer, employee, member, manager, trustee or agent of the
Company or any other entity or enterprise referred to in clause (i) of this sentence or any actual, alleged or suspected act
or failure to act by Indemnitee in connection with any obligation or restriction imposed upon Indemnitee by reason of such status.
In addition to any service at the actual request of the Company, for purposes of this Agreement, Indemnitee shall be deemed to
be serving or to have served at the request of the Company as a director, officer, employee, member, manager, trustee or agent
of another entity or enterprise if Indemnitee is or was serving as a director, officer, employee, member, manager, trustee or agent
of such entity or enterprise and (x) such entity or enterprise is or at the time of such service was a Controlled Affiliate,
(y) such entity or enterprise is or at the time of such service was an employee benefit plan (or related trust) sponsored
or maintained by the Company or a Controlled Affiliate, or (z) the Company or a Controlled Affiliate directly or indirectly
caused or authorized Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve in such
capacity.


 


(h)  “Indemnifiable
Losses” means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.


 


(i)  “Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and, as of
the time of selection with respect to any Indemnifiable Claim, neither presently is, nor in the past five years has been, retained
to represent: (i) the Company (or any Subsidiary) 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 named (or, as to a threatened matter, reasonably likely to be named) party to the Indemnifiable Claim 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.


 


(j)  “Losses”
means any and all Expenses, damages (including punative, exemplary and the multiplied portion of any damages), losses, liabilities,
judgments, payments, fines, penalties (whether civil, criminal or other), awards, ERISA Losses and amounts paid in settlement,
including all interest, assessments and other charges paid or incurred in connection with or in respect of any of the foregoing.


 


(k)  “Subsidiary”
means an entity in which the Company directly or indirectly beneficially owns 50% or more of the outstanding Voting Stock.


 


(l)  “Voting
Stock” means securities entitled to vote generally in the election of directors (or similar governing bodies).


 



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2.  
Indemnification
Obligation. Subject to Section 8, the Company shall indemnify, defend and hold harmless Indemnitee, to the fullest extent
permitted or required by the laws of the State of Delaware in effect on the date hereof or as such laws may from time to time hereafter
be amended to increase the scope of such permitted or required indemnification, against any and all Indemnifiable Claims and Indemnifiable
Losses; provided, however, that (a) except for compulsory counterclaims or as provided in Sections 4 and 21,
Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee
against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of
such Claim and (b) no repeal or amendment of any law of the State of Delaware shall in any way diminish or adversely affect the
rights of Indemnitee pursuant to this Agreement in respect of any occurrence or matter arising prior to any such repeal or amendment.


 


3.  
Advancement
of Expenses. Indemnitee shall have the right to advancement by the Company prior to the final disposition of any Indemnifiable
Claim of any and all Expenses relating to, arising out of or resulting from any Indemnifiable Claim paid or incurred by Indemnitee
or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee. Indemnitee’s right to such advancement
is not subject to the satisfaction of any standard of conduct and is not conditioned upon any prior determination that Indemnitee
is entitled to indemnification under this Agreement with respect to the Indemnifiable Claim or the absence of any prior determination
to the contrary. Without limiting the generality or effect of the foregoing, within five business days after any request by Indemnitee,
the Company shall, in accordance with such request (but without duplication), (a) pay such Expenses on behalf of Indemnitee,
(b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses;
provided that Indemnitee shall repay, without interest any amounts actually advanced to Indemnitee that, at the final disposition
of the Indemnifiable Claim to which the advance related, were in excess of amounts paid or payable by Indemnitee in respect of
Expenses relating to, arising out of or resulting from such Indemnifiable Claim. In connection with any such payment, advancement
or reimbursement, if delivery of an undertaking is a legally required condition precedent to such payment, advance or reimbursement,
Indemnitee shall execute and deliver to the Company an undertaking in the form attached hereto as Exhibit A (subject to
Indemnitee filling in the blanks therein and selecting from among the bracketed alternatives therein), which need not be secured
and shall be accepted by the Company without reference to Indemnitee’s ability to repay the Expenses. In no event shall Indemnitee’s
right to the payment, advancement or reimbursement of Expenses pursuant to this Section 3 be conditioned upon any undertaking that
is less favorable to Indemnitee than, or that is in addition to, the undertaking set forth in Exhibit A.


 


4.  
Indemnification
for Additional Expenses. Without limiting the generality or effect of the foregoing, the Company shall indemnify and hold harmless
Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business
days of such request, any and all Expenses paid or incurred by Indemnitee or which Indemnitee determines are reasonably likely
to be paid or incurred by Indemnitee in connection with any Claim made, instituted or conducted by Indemnitee for (a) indemnification
or payment, advancement or reimbursement of Expenses by the Company under any provision of this Agreement, or under any other agreement
or provision of the Constituent Documents now or hereafter in effect relating to Indemnifiable Claims, and/or (b) recovery
under any directors’ and officers’ liability insurance policies maintained by the Company, regardless in each case
of whether Indemnitee ultimately is determined to be entitled to such indemnification, reimbursement, advance or insurance recovery,
as the case may be; provided, however, that Indemnitee shall return, without interest, any such advance of Expenses
(or portion thereof) which remains unspent at the final disposition of the Claim to which the advance related.


 


 



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5.  
Contribution.
To the fullest extent permissible under applicable law in effect on the date hereof or as such law may from time to time hereafter
be amended to increase the scope of permitted or required indemnification, 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
payment of any and all Indemnifiable Claims or Indemnifiable Losses, in such proportion as is fair and reasonable in light of all
of the circumstances 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 Indemnifiable Claim or Indemnifiable Loss and/or (ii) the relative fault of the Company
(and its other directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s);
provided that such contribution shall not be required where it is determined, pursuant to a final disposition of such Indemnifiable
Claim or Indemnifiable Loss in accordance with Section 8, that Indemnitee is not entitled to indemnification by the Company with
respect to such Indemnifiable Claim or Indemnifiable Loss.


 


6.  
Partial
Indemnity. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a
portion of any Indemnifiable Loss, but not for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee
for the portion thereof to which Indemnitee is entitled. If Indemnitee is entitled under any provision of this Agreement to indemnification
by the Company as to one or more but fewer than all the Claims or portions thereof, the Company shall allocate Expenses, to the
maximum extent allowable by the laws of the State of Delaware, to the Claims on which the Indemnitee is entitled to indemnification
hereunder.


 


7.  
Procedure
for Notification. To obtain indemnification under this Agreement in respect of an Indemnifiable Claim or Indemnifiable Loss,
Indemnitee shall submit to the Company a written request therefor, including a brief description (based upon information then available
to Indemnitee) of such Indemnifiable Claim or Indemnifiable Loss. If, at the time of the receipt of such request, the Company has
directors’ and officers’ liability insurance in effect under which coverage for such Indemnifiable Claim or Indemnifiable
Loss is potentially available, the Company shall give prompt written notice of such Indemnifiable Claim or Indemnifiable Loss to
the applicable insurers in accordance with the procedures set forth in the applicable policies. The Company shall provide to Indemnitee
a copy of such notice delivered to the applicable insurers, and copies of all subsequent correspondence between the Company and
such insurers regarding the Indemnifiable Claim or Indemnifiable Loss, in each case substantially concurrently with the delivery
or receipt thereof by the Company. The failure by Indemnitee to timely notify the Company of any Indemnifiable Claim or Indemnifiable
Loss shall not relieve the Company from any liability hereunder unless, and only to the extent that, the Company did not otherwise
learn of such Indemnifiable Claim or Indemnifiable Loss and such failure results in forfeiture by the Company of substantial defenses,
rights or insurance coverage.


 



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8.  
Determination
of Right to Indemnification.


 


(a)    To the extent
that Indemnitee shall have been successful on the merits or otherwise in defense of any Indemnifiable Claim or any portion thereof
or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified against Indemnifiable
Losses relating to, arising out of or resulting from such Indemnifiable Claim in accordance with Section 2 and no Standard
of Conduct Determination (as defined in Section 8(b)) shall be required with respect to such Indemnifiable Claim.


 


(b)    To the extent
that the provisions of Section 8(a) are inapplicable to an Indemnifiable Claim that shall have been finally disposed of, any determination
of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition
precedent to indemnification of Indemnitee hereunder against Indemnifiable Losses relating to, arising out of or resulting from
such Indemnifiable Claim (a “Standard of Conduct Determination”) shall be made as follows: (i) by
a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (ii) if such Disinterested Directors
so direct, by a majority vote of a committee of Disinterested Directors designated by a majority vote of all Disinterested Directors,
or (iii) if there are no such Disinterested Directors or if Indemnitee so requests, by Independent Counsel, selected by the
Indemnitee and approved by the Board (such approval not to be unreasonably withheld, delayed or conditioned), in a written opinion
addressed to the Board, a copy of which shall be delivered to Indemnitee; provided, however, that if at the time
of any Standard of Conduct Determination Indemnitee is neither a director nor an officer of the Company, such Standard of Conduct
Determination may be made by or in the manner specified by the Board, any duly authorized committee of the Board or any duly authorized
officer of the Company (unless Indemnitee requests that such Standard of Conduct Determination be made by Independent Counsel,
in which case such Standard of Conduct Determination shall be made by Independent Counsel selected by Indemnitee and approved by
the Board, such approval not to be unreasonably withheld, delayed or conditioned). Indemnitee will cooperate with the person or
persons making such Standard of Conduct Determination, including providing to such person or persons, 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. The Company shall indemnify and hold harmless Indemnitee against
and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request,
any and all costs and expenses (including attorneys’ and experts’ fees and expenses) incurred by Indemnitee in so cooperating
with the person or persons making such Standard of Conduct Determination.


 


(c)    The Company shall
use its reasonable best efforts to cause any Standard of Conduct Determination required under Section 8(b) to be made as promptly
as practicable. If (i) the person or persons empowered or selected under Section 8 to make the Standard of Conduct Determination
shall not have made a determination within 30 days after the later of (A) receipt by the Company of written notice from
Indemnitee advising the Company of the final disposition of the applicable Indemnifiable Claim (the date of such receipt being
the “Notification Date”) and (B) the selection of an Independent Counsel, if such determination
is to be made by Independent Counsel, and (ii) Indemnitee shall have fulfilled his or her obligations set forth in the second
sentence of Section 8(b), then Indemnitee shall be deemed to have satisfied the applicable standard of conduct; provided
that such 30-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person or persons
making such determination in good faith requires such additional time for the obtaining or evaluation or documentation and/or information
relating thereto.


 



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(d) If (i) Indemnitee
shall be entitled to indemnification hereunder against any Indemnifiable Losses pursuant to Section 8(a), (ii) no
determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law is a legally required
condition precedent to indemnification of Indemnitee hereunder against any Indemnifiable Losses, or (iii) Indemnitee has
been determined or deemed pursuant to Section 8(b) or (c) to have satisfied any applicable standard of conduct under
Delaware law which is a legally required condition precedent to indemnification of Indemnitee hereunder against any
Indemnifiable Losses, then the Company shall pay to Indemnitee, within five business days after the later of (x) the
Notification Date in respect of the Indemnifiable Claim or portion thereof to which such Indemnifiable Losses are related,
out of which such Indemnifiable Losses arose or from which such Indemnifiable Losses resulted and (y) the earliest date
on which the applicable criterion specified in clause (i), (ii) or (iii) above shall have been satisfied, an amount equal to
the amount of such Indemnifiable Losses.


 


9.  
Presumption
of Entitlement.


 


(a)          In
making a determination of whether Indemnitee has been successful on the merits or otherwise in defense of any Indemnifiable Claim
or any portion thereof or in defense of any issue or matter therein, the Company acknowledges that a resolution, disposition or
outcome short of dismissal or final judgment, including outcomes that permit Indemnitee to avoid expense, delay, embarrassment,
injury to reputation, distraction, disruption or uncertainty, may constitute such success. In the event that any Indemnifiable
Claim or any portion thereof or issue or matter therein is resolved or disposed of in any manner other than by adverse judgment
against Indemnitee (including any resolution or disposition thereof by means of settlement with or without payment of money or
other consideration), it shall be presumed that Indemnitee has been successful on the merits or otherwise in defense of such Indemnifiable
Claim or portion thereof or issue or matter therein. The Company may overcome such presumption only by its adducing clear and convincing
evidence to the contrary.


 


(b)          In
making any Standard of Conduct Determination, the person or persons making such determination shall presume that Indemnitee has
satisfied the applicable standard of conduct, and the Company may overcome such presumption only by its adducing clear and convincing
evidence to the contrary. Any Standard of Conduct Determination that is adverse to Indemnitee may be challenged by Indemnitee in
the Court of Chancery of the State of Delaware. No determination by the Company (including by its directors or any Independent
Counsel) that Indemnitee has not satisfied any applicable standard of conduct shall be a defense to any Claim by Indemnitee for
indemnification or reimbursement or advance payment of Expenses by the Company hereunder or create a presumption that Indemnitee
has not met any applicable standard of conduct.


 



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(c)          Without
limiting the generality or effect of Section 9(b), (i) to the extent that any Indemnifiable Claim relates to any entity or
enterprise referred to in clause (i) of the first sentence of the definition of “Indemnifiable Claim,” Indemnitee
shall be deemed to have satisfied the applicable standard of conduct if Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in or not opposed to the best interests of such entity or enterprise (or the owners or beneficiaries
thereof, including in the case of any employee benefit plan the participants and beneficiaries thereof) and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful, and (ii) in all cases,
any belief of Indemnitee that is based on the records or books of account of the Company, including financial statements, or on
information supplied to Indemnitee by the directors or officers of the Company in the course of their duties, or on the advice
of legal counsel for the Company, the Board, any committee of the Board or any director, or on information or records given or
reports made to the Company, the Board, any committee of the Board or any director by an independent certified public accountant
or by an appraiser or other expert selected by or on behalf of the Company, the Board, any committee of the Board or any director
shall be deemed to be reasonable.


 


10.  
No
Adverse Presumption. 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, will not create a presumption
that Indemnitee did not meet any applicable standard of conduct or that indemnification hereunder is otherwise not permitted.


 


11.  
Non-Exclusivity.
The rights of Indemnitee hereunder will be in addition to any other rights Indemnitee may have under the Constituent Documents,
or the substantive laws of the Company’s jurisdiction of incorporation, any other contract or otherwise (collectively, “Other
Indemnity Provisions”); provided, however, that (a) to the extent that Indemnitee otherwise would
have any greater right to indemnification under any Other Indemnity Provision, Indemnitee will be deemed to have such greater right
hereunder and (b) to the extent that any change is made to any Other Indemnity Provision which permits any greater right to
indemnification than that provided under this Agreement as of the date hereof, Indemnitee will be deemed to have such greater right
hereunder. The Company will not adopt any amendment to any of the Constituent Documents the effect of which would be to deny, diminish
or encumber Indemnitee’s right to indemnification under this Agreement or any Other Indemnity Provision.


 


12.  
Liability
Insurance and Funding. For the duration of Indemnitee’s service as a director and/or officer of the Company, and thereafter
for so long as Indemnitee shall be subject to any pending or possible Indemnifiable Claim, the Company shall use commercially reasonable
efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to cause to be maintained
in effect policies of directors’ and officers’ liability insurance providing coverage for directors and/or officers
of the Company that is at least substantially comparable in scope and amount to that provided by the Company’s current policies
of directors’ and officers’ liability insurance. The Company shall provide Indemnitee with a copy of all directors’
and officers’ liability insurance applications, binders, policies, declarations, endorsements and other related materials,
and shall provide Indemnitee with a reasonable opportunity to review and comment on the same. Without limiting the generality or
effect of the two immediately preceding sentences, the Company shall not discontinue or significantly reduce the scope or amount
of coverage from one policy period to the next (i)  without the prior approval thereof by a majority vote of the Incumbent
Directors, even if less than a quorum, or (ii) if at the time that any such discontinuation or significant reduction in the
scope or amount of coverage is proposed there are no Incumbent Directors, without the prior written consent of Indemnitee (which
consent shall not be unreasonably withheld or delayed). In all policies of directors’ and officers’ liability insurance
obtained by the Company, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and
benefits, subject to the same limitations, as are accorded to the Company’s directors and officers most favorably insured
by such policy. The Company may, but shall not be required to, create a trust fund, grant a security interest or use other means,
including a letter of credit, to ensure the payment of such amounts as may be necessary to satisfy its obligations to indemnify
and advance expenses pursuant to this Agreement.


 



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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 related
rights of recovery of Indemnitee against other persons or entities (other than Indemnitee’s successors), including any entity
or enterprise referred to in clause (i) of the definition of “Indemnifiable Claim” in Section 1(g). Indemnitee
shall execute all papers reasonably required to evidence such rights (all of Indemnitee’s reasonable Expenses, including
attorneys’ fees and charges, related thereto to be reimbursed by or, at the option of Indemnitee, advanced by the Company).


 


14.  No
Duplication of Payments. The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect
of any Indemnifiable Losses to the extent Indemnitee has otherwise actually received payment (net of any Expenses incurred in
connection therewith and any repayment by Indemnitee made with respect thereto) under any insurance policy, the Constituent Documents
and Other Indemnity Provisions or otherwise (including from any entity or enterprise referred to in clause (i) of the definition
of “Indemnifiable Claim” in Section 1(g)) in respect of such Indemnifiable Losses otherwise indemnifiable hereunder.


 


15.  
Defense
of Claims. The Company shall be entitled to participate in the defense of any Indemnifiable Claim or to assume the defense
thereof, with counsel reasonably satisfactory to Indemnitee; provided that if Indemnitee believes, after consultation with
counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such
counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded
parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available
to him or her that are different from or in addition to those available to the Company, or (c) any such representation by
such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall be
entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular
Indemnifiable Claim) at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any
amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the Company’s prior written
consent. The Company shall not, without the prior written consent of Indemnitee, effect any settlement of any threatened or pending Indemnifiable
Claim to which Indemnitee is, or could have been, a party unless such settlement solely involves the payment of money by the Company
and includes a complete and unconditional release of Indemnitee from all liability on any claims that are the subject matter of
such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement;
provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release
of Indemnitee.


 



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16.  
Successors
and Binding Agreement.


 


(a)          The
Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise)
to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee
and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company
would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit
of the Company and any successor to the Company, including any person acquiring directly or indirectly all or substantially all
of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor
will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable
or delegatable by the Company.


 


(b)    This Agreement
shall inure to the benefit of and be enforceable by Indemnitee’s personal or legal representatives, executors, administrators,
heirs, distributees, legatees and other successors.


 


(c)    This Agreement
is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement
or any rights or obligations hereunder except as expressly provided in Sections 16(a) and 16(b). Without limiting the generality
or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether by pledge,
creation of a security interest or otherwise, other than by a transfer by Indemnitee’s will or by the laws of descent and
distribution, and, in the event of any attempted assignment or transfer contrary to this Section 16(c), the Company shall
have no liability to pay any amount so attempted to be assigned or transferred.


 


17.  
Notices. For all purposes of this Agreement, all communications, including notices, consents, requests or approvals, required
or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when hand delivered or dispatched
by electronic facsimile transmission (with receipt thereof orally confirmed), or five business days after having been mailed by
United States registered or certified mail, return receipt requested, postage prepaid or one business day after having been sent
for next-day delivery by a nationally recognized overnight courier service, addressed to the Company (to the attention of the Secretary
of the Company) and to Indemnitee at the applicable address shown on the signature page hereto, or to such other address as any
party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address will be
effective only upon receipt.


 


18.  
Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by and construed
in accordance with the substantive laws of the State of Delaware, without giving effect to the principles of conflict of laws of
such State. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the Chancery Court of the State of
Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree
that any action instituted under this Agreement shall be brought only in the Chancery Court of the State of Delaware, or, at the
written election of the Indemnitee, any action or proceeding which arises out of or relates to this Agreement shall be arbitrated
in the Court of Chancery of the State of Delaware pursuant to 10 Del. C. Section 349.


 



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19.  
Validity. If any provision of this Agreement or the application of any provision hereof to any person or circumstance is held
invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other
person or circumstance shall not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal shall
be reformed to the extent, and only to the extent, necessary to make it enforceable, valid or legal. In the event that any court
or other adjudicative body shall decline to reform any provision of this Agreement held to be invalid, unenforceable or otherwise
illegal as contemplated by the immediately preceding sentence, the parties thereto shall take all such action as may be necessary
or appropriate to replace the provision so held to be invalid, unenforceable or otherwise illegal with one or more alternative
provisions that effectuate the purpose and intent of the original provisions of this Agreement as fully as possible without being
invalid, unenforceable or otherwise illegal.


 


20.  
Miscellaneous. No provision of this Agreement may be waived, modified or discharged unless such waiver, modification or discharge
is agreed to in writing signed by Indemnitee and the Company. No waiver by either party hereto at any time of any breach by the
other party hereto or compliance with any condition or provision of this Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements
or representations, oral or otherwise, expressed or implied with respect to the subject matter hereof have been made by either
party that are not set forth expressly in this Agreement.


 


21.  
Legal Fees and Expenses; Interest.


 


(a)          It
is the intent of the Company that Indemnitee not be required to incur legal fees and or other Expenses associated with the interpretation,
enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense
thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. Accordingly, without limiting
the generality or effect of any other provision hereof, if it should appear to Indemnitee that the Company has failed to comply
with any of its obligations under this Agreement (including its obligations under Section 3) or in the event that the Company or
any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation
or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided
to Indemnitee hereunder, the Company irrevocably authorizes Indemnitee from time to time to retain counsel of Indemnitee’s
choice, at the expense of the Company as hereafter provided, to advise and represent Indemnitee in connection with any such interpretation,
enforcement or defense, including the initiation or defense of any litigation or other legal action, whether by or against the
Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding
any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Indemnitee’s
entering into an attorney-client relationship with such counsel, and in that connection the Company and Indemnitee agree that a
confidential relationship shall exist between Indemnitee and such counsel. Without respect to whether Indemnitee prevails, in whole
or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all
attorneys’ and related fees and expenses incurred by Indemnitee in connection with any of the foregoing, including those
fees and expenses for the investigation of, preparing for, litigating, defending and settling of any action brought by Indemnitee
under this Section 21(a), in all cases to the fullest extent permitted or required by the laws of the State of Delaware in effect
on the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted or required
payment of such fees and expenses.


 



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(b)          Any
amount due to Indemnitee under this Agreement that is not paid by the Company by the date on which it is due will accrue interest
at the maximum legal rate under Delaware law from the date on which such amount is due to the date on which such amount is paid
to Indemnitee.


 


22.  
Certain Interpretive Matters. Unless the context of this Agreement otherwise requires, (a) “it” or “its”
or words of any gender include each other gender, (b) words using the singular or plural number also include the plural or
singular number, respectively, (c) the terms “hereof,” “herein,” “hereby” and derivative
or similar words refer to this entire Agreement, (d) the terms “ “Section” or “Exhibit” refer
to the specified Section or Exhibit of or to this Agreement, (e) the terms “include,” “includes” and
“including” will be deemed to be followed by the words “without limitation” (whether or not so expressed),
and (f) the word “or” is disjunctive but not exclusive. Whenever this Agreement refers to a number of days, such
number will refer to calendar days unless business days are specified and whenever action must be taken (including the giving of
notice or the delivery of documents) under this Agreement during a certain period of time or by a particular date that ends or
occurs on a non-business day, then such period or date will be extended until the immediately following business day. As used herein,
“business day” means any day other than Saturday, Sunday or a United States federal holiday.


 


23.  
Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but
all of which together shall constitute one and the same agreement.


 


[Signatures Appear
on Following Page]


  



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IN WITNESS WHEREOF, Indemnitee has executed
and the Company has caused its duly authorized representative to execute this Agreement as of the date first above written.


 


	 	[THE COMPANY]
	 	[Address]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	[INDEMNITEE]
	 	[Address]
	 	 
	 	 
	 	[Indemnitee]


 



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EXHIBIT
A


 


UNDERTAKING


 


This Undertaking is submitted pursuant to
the Director and Officer Indemnification Agreement, dated as of ___________ ___, ____ (the “Indemnification Agreement”),
between ______________, a Delaware corporation (the “Company”), and the undersigned. Capitalized terms
used and not otherwise defined herein have the meanings ascribed to such terms in the Indemnification Agreement.


 


The undersigned hereby requests [payment],
[advancement], [reimbursement] by the Company of Expenses which the undersigned [has incurred] [reasonably expects to incur]
in connection with ______________________ (the “Indemnifiable Claim”).


 


The undersigned hereby undertakes to repay
the [payment], [advancement], [reimbursement] of Expenses made by the Company to or on behalf of the undersigned
in response to the foregoing request if it is determined, following the final disposition of the Indemnifiable Claim and in accordance
with Section 8 of the Indemnification Agreement, that the undersigned is not entitled to indemnification by the Company under the
Indemnification Agreement with respect to the Indemnifiable Claim.


 


IN WITNESS WHEREOF, the undersigned has executed
this Undertaking as of this _____ day of ______________, ____.


 


	 	 
	 	[Indemnitee]


 



    	 



    	 



    

 


Addendum A


The Parties to the attached Director and
Officer Indemnification Agreement (the “Agreement”) agree and acknowledge that, notwithstanding any other provision
of this Agreement, to the maximum extent permitted by applicable law, the Company shall indemnify and hold harmless Indemnitee
against, and Indemnitee shall be entitled to advancement by the Company, in accordance with Sections 2 and 3 with respect to any
and all Expenses relating to, arising out of, or resulting from, or paid or incurred by Indemnitee (or, with respect to advancement
by the Company, which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee) in connection with Indemnitee’s
appearance as a witness or status as a director or officer, in any threatened, pending or completed legal, administrative, investigative
or other proceeding or matter to which the Indemnitee neither is, nor is threatened to be made, a party. Capitalized terms used
but not defined in this Addendum shall have the meanings assigned in the Agreement. This Addendum A is hereby made a part of the
Agreement as if set forth in the body thereof.


 


	 	[THE COMPANY]
	 	[Address]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	[INDEMNITEE]
	 	[Address]
	 	 	 
	 	 
	 	[Indemnitee]


 








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