Exhibit 10.2


 


 


INDEMNIFICATION AGREEMENT


 


THIS INDEMNIFICATION AGREEMENT (“Agreement”)
is made and entered into as of February 7, 2017, by and between Rich Uncles Real Estate Investment Trust I, a California trust
(the “Company”); and Ray Wirta, Harold Hofer, Jeffrey Randolph, John Wang, Vipe Desai, David Feinleib, Jonathan Platt,
Howard Makler, Jean Ho, Rich Uncles LLC, a Delaware limited liability company (each, an “Indemnitee”).


 


RECITALS:





 


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


 


WHEREAS, as an inducement to Indemnitee
to continue to serve as such director, officer or service provider, the Company has agreed to indemnify and to advance expenses
and costs incurred by Indemnitee in connection with any such claims, suits or proceedings; and





 


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





 


NOW, THEREFORE, in consideration
of the foregoing recitals and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:


 






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AGREEMENT:


 


Section 1. Definitions. 


 


For purposes of this Agreement:


 


(a)        “Applicable
Legal Rate” means a fixed rate of interest equal to the applicable federal rate for mid-term debt instruments as of the
day that it is determined that Indemnitee must repay any advanced expenses.


 


(b)       
“Change in Control” means a change in control of the Company occurring after the Effective Date of a nature
that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar
item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation,
such a Change in Control shall be deemed to have occurred if, after the Effective Date (i) any “person” (as such
term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 15% or more of the combined voting
power of all of the Company’s then-outstanding securities entitled to vote generally in the election of directors without
the prior approval of at least two-thirds of the members of the Board of Directors in office immediately prior to such person’s
attaining such percentage interest; (ii) the Company is a party to a merger, consolidation, sale of assets, plan of liquidation
or other reorganization not approved by at least two-thirds of the members of the Board of Directors then in office, as a consequence
of which members of the Board of Directors in office immediately prior to such transaction or event constitute less than a majority
of the Board of Directors thereafter; or (iii) at any time, a majority of the members of the Board of Directors are not individuals
(A) who were directors as of the Effective Date or (B) whose election by the Board of Directors or nomination for election by the
Company’s stockholders was approved by the affirmative vote of at least two-thirds of the directors then in office who were
directors as of the Effective Date or whose election for nomination for election was previously so approved.


 


(c)        “Corporate
Status” means the status of a person as a present or former director, officer, employee or agent of the Company or as
a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic
corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise that such
person is or was serving in such capacity at the request of the Company. As a clarification and without limiting the circumstances
in which Indemnitee may be serving at the request of the Company, service by Indemnitee shall be deemed to be at the request of
the Company if Indemnitee serves or served as a director, trustee, officer, partner, manager, managing member, fiduciary, employee
or agent of any corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise
(i) of which a majority of the voting power or equity interest is owned directly or indirectly by the Company; or (ii) the management
of which is controlled directly or indirectly by the Company.


 






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


 


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





 


(f)        “Expenses”
means any and all reasonable and out-of-pocket attorneys’ fees and costs, retainers, court costs, transcript costs, fees
of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery
service fees, federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments
under this Agreement, ERISA excise taxes and penalties and any other disbursements or expenses incurred in connection with prosecuting,
defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in or otherwise participating in
a Proceeding. Expenses shall also include Expenses incurred in connection with any appeal resulting from any Proceeding including,
without limitation, the premium for, security for and other costs relating to any cost bond supersedeas bond or other appeal bond
or its equivalent.





 


(g)        “Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither is,
nor in the past five (5) 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 or participant or witness in the Proceeding giving rise to a claim
for indemnification or advance of Expenses 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.


 


(h)        “Proceeding”
means any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry,
administrative hearing or any other proceeding, whether brought by or in the right of the Company or otherwise and whether of a
civil (including intentional or unintentional tort claims), criminal, administrative or investigative (formal or informal) nature,
including any appeal therefrom, except one pending or completed on or before the Effective Date, unless otherwise specifically
agreed in writing by the Company and Indemnitee. If Indemnitee reasonably believes that a given situation may lead to or culminate
in the institution of a Proceeding, such situation shall also be considered a Proceeding.


 






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Section 2. Services by Indemnitee.



 


Indemnitee will serve as a director, officer
or service provider of the Company; however, this Agreement shall not impose any independent obligation on Indemnitee or the Company
to continue Indemnitee’s service to the Company. This Agreement shall not be deemed an employment contract between the Company
(or any other entity) and Indemnitee.


  


Section 3. General. 


 


Subject to the limitations in Section 5,
the Company shall indemnify, and advance Expenses to, Indemnitee (a) as provided in this Agreement; and (b) as otherwise permitted
by Maryland law in effect on the Effective Date and as amended from time to time; provided, however, that no change in Maryland
law shall have the effect of reducing the benefits available to Indemnitee hereunder based on Maryland law as in effect on the
Effective Date. Subject to the limitations in Section 5, the rights of Indemnitee provided in this Section 3 shall include, without
limitation, the rights set forth in the other sections of this Agreement, including any additional indemnification permitted by
Section 2-418(g) of the Maryland General Corporation Law (the “MGCL”).


 


Section 4. Standard for Indemnification.



 


Subject to the limitations in Section 5,
if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be, made a party to any Proceeding, the
Company shall indemnify Indemnitee against all judgments, penalties, fines and amounts paid in settlement and all Expenses actually
and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any such Proceeding unless it is established
by clear and convincing evidence that (a) the act or omission of Indemnitee was material to the matter giving rise to the
Proceeding and (i) was committed in bad faith, or (ii) was the result of active and deliberate dishonesty; (b) Indemnitee
actually received an improper personal benefit in money, property or services; or (c) in the case of any criminal Proceeding,
Indemnitee had reasonable cause to believe that his or her conduct was unlawful.


 


Section 5. Certain Limits on
Indemnification. 


 


Notwithstanding any other provision of
this Agreement (other than Section 6), Indemnitee shall not be entitled to:


 


(a)        indemnification
for any loss or liability unless all of the following conditions are met: (i) Indemnitee has determined, in good faith, that the
course of conduct that caused the loss or liability was in the best interests of the Company, (ii) Indemnitee was acting on behalf
of or performing services for the Company, (iii) such loss or liability was not the result of (A) gross negligence or willful misconduct,
in the case that the Indemnitee is an independent director of the Company or (B) negligence or misconduct, in the case that the
Indemnitee is not an independent director of the Company, and (iv) such indemnification is recoverable only out of the Company’s
net assets and not from the Company’s stockholders;


 






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(b)        indemnification
for any loss or liability arising from an alleged violation of federal or state securities laws unless one or more of the following
conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged material securities
law violations as to Indemnitee, (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction
as to Indemnitee, or (iii) a court of competent jurisdiction approves a settlement of the claims against Indemnitee and finds that
indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification
has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities
regulatory authority in which securities of the Company were offered or sold as to indemnification for violations of securities
laws;


 


(c)        indemnification
hereunder if the Proceeding was one by or in the right of the Company and Indemnitee is adjudged to be liable to the Company;


  


(d)        indemnification
hereunder if Indemnitee is adjudged to be liable on the basis that personal benefit was improperly received in any Proceeding charging
improper personal benefit to Indemnitee, whether or not involving action in the Indemnitee’s Corporate Status; or


 


(e)        indemnification
or advance of Expenses hereunder if the Proceeding was brought by Indemnitee, unless: (i) the Proceeding was brought to enforce
indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Section 12 of this Agreement,
or (ii) the Company’s charter or Bylaws, a resolution of the stockholders entitled to vote generally in the election of
directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly
provide otherwise. 


 






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Section 6. Court-Ordered Indemnification.



 


Subject to the limitations in Section 5(a)
and (b), a court of appropriate jurisdiction, upon application of Indemnitee and such notice as the court shall require, may order
indemnification of Indemnitee by the Company in the following circumstances:


 


(a)        if
such determines that Indemnitee is entitled to reimbursement under Section 2-418(d)(1) of the MGCL, the court shall order indemnification,
in which case Indemnitee shall be entitled to recover the Expenses of securing such reimbursement; or





 


(b)        if
such court determines that Indemnitee is fairly and reasonably entitled to indemnification in view of all the relevant circumstances,
whether or not Indemnitee (i) has met the standards of conduct set forth in Section 2-418(b) of the MGCL, or (ii) has
been adjudged liable for receipt of an improper personal benefit under Section 2-418(c) of the MGCL, the court may order such
indemnification as the court shall deem proper. However, indemnification with respect to any Proceeding by or in the right of
the Company or in which liability shall have been adjudged in the circumstances described in Section 2-418(c) of the MGCL
shall be limited to Expenses.


 


Section 7. Indemnification for
Expenses of an Indemnitee Who is Wholly or Partly Successful. 


 


Subject to the limitations in Section 5,
to the extent that Indemnitee was or is, by reason of his or her Corporate Status, made a party to (or otherwise becomes a participant
in) any Proceeding and is successful, on the merits or otherwise, in the defense of such Proceeding, Indemnitee shall be indemnified
for all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. If Indemnitee
is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all
claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee under this Section 7 for all Expenses actually
and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each such claim, issue or matter, allocated
on a reasonable and proportionate basis. For purposes of this Section 7, 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.


 






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Section 8. Advance of Expenses
for an Indemnitee. 


 


If, by reason of Indemnitee’s Corporate
Status, Indemnitee is, or is threatened to be, made a party to any Proceeding, the Company shall, without requiring a preliminary
determination of Indemnitee’s ultimate entitlement to indemnification hereunder, advance all reasonable Expenses incurred
by or on behalf of Indemnitee in connection with (a) such Proceeding which is initiated by a third party who is not a stockholder
of the Company; or (b) such Proceeding which is initiated by a stockholder of the Company acting in his, her or its capacity as
such and for which a court of competent jurisdiction specifically approves such advancement, and which relates to acts or omissions
with respect to the performance of duties or services on behalf of the Company, within ten (10) days after the receipt by the Company
of a statement or statements requesting such advance or advances from time to time, whether prior to or after final disposition
of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include
or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard
of conduct necessary for indemnification by the Company as authorized by law and by this Agreement has been met and a written undertaking
by or on behalf of Indemnitee, in substantially the form attached hereto as Exhibit A or in such form as may be required
under applicable law as in effect at the time of the execution thereof, to reimburse the portion of any Expenses advanced to Indemnitee,
together with the Applicable Legal Rate of interest thereon, relating to claims, issues or matters in the Proceeding as to which
it shall ultimately be established, by clear and convincing evidence, that the standard of conduct has not been met by Indemnitee
and which have not been successfully resolved as described in Section 7 of this Agreement. To the extent that Expenses advanced
to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable
and proportionate basis. The undertaking required by this Section 8 shall be an unlimited general obligation by or on behalf of
Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and
without any requirement to post security therefor.


 


Section 9. Indemnification and
Advance of Expenses as a Witness or Other Participant. 


 


Subject to the limitations in Section 5,
to the extent that Indemnitee is or may be, by reason of Indemnitee’s Corporate Status, made a witness or otherwise asked
to participate in any Proceeding, whether instituted by the Company or any other party, and to which Indemnitee is not a party,
Indemnitee shall be advanced all reasonable Expenses and indemnified against all Expenses actually and reasonably incurred by Indemnitee
or on Indemnitee’s behalf in connection therewith within ten days after the receipt by the Company of a statement or statements
requesting any such advance or indemnification 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.


 






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Section 10. Procedure for Determination
of Entitlement to Indemnification.


 


(a)        To
obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith
such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and
to what extent Indemnitee is entitled to indemnification. Indemnitee may submit one or more such requests from time to time and
at such time(s) as Indemnitee deems appropriate in Indemnitee’s sole discretion. The officer of the Company receiving any
such request from Indemnitee shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors
in writing that Indemnitee has requested indemnification.


 





(b)        Upon
written request by Indemnitee for indemnification pursuant to Section 10(a) above, a determination, if required by applicable law,
with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control
shall have occurred, by Independent Counsel, in a written opinion to the Board of Directors, a copy of which shall be delivered
to Indemnitee, which Independent Counsel shall be selected by Indemnitee and approved by the Board of Directors in accordance with
Section 2-418(e)(2)(ii) of the MGCL, which approval shall not be unreasonably withheld; or (ii) if a Change in Control shall
not have occurred (A) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors or, if such
a quorum cannot be obtained, then by a majority vote of a duly authorized committee of the Board of Directors consisting solely
of one or more Disinterested Directors, (B) if Independent Counsel has been selected by the Board of Directors in accordance with
Section 2-418(e)(2)(ii) of the MGCL and approved by Indemnitee, which approval shall not be unreasonably withheld, by Independent
Counsel, in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee, or (C) if so directed
by a majority of the members of the Board of Directors, by the stockholders of the Company. If it is so determined that Indemnitee
is entitled to indemnification, payment to Indemnitee shall be made within ten days after such determination. Indemnitee shall
cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification,
including providing to such person, persons or entity upon reasonable advance request any documentation or information which is
not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary
to such determination in the discretion of the Board of Directors or Independent Counsel if retained pursuant to clause (ii)(B)
of this Section 10(b). Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination
shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the
Company shall indemnify and hold Indemnitee harmless therefrom.


 


(c)        The
Company shall pay the reasonable fees and expenses of Independent Counsel, if one is appointed.


 






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Section 11. Presumptions and Effect
of Certain Proceedings.


 


(a)        In
making any determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such
determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request
for indemnification in accordance with Section 10(a) of this Agreement, and the Company shall have the burden of proof to
overcome that presumption in connection with the making of any determination contrary to that presumption.


 


(b)        The
termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, upon a plea
of nolo contendere or its equivalent, or entry of an order of probation prior to judgment, does not create a presumption
that Indemnitee did not meet the requisite standard of conduct described herein for indemnification.


 


(c)        The
knowledge and/or actions, or failure to act, of any other director, officer, employee or agent of the Company or any other director,
trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation,
partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise shall not be imputed to
Indemnitee for purposes of determining any other right to indemnification under this Agreement.


 


Section 12. Remedies of Indemnitee.





 


(a)        If
(i) a determination is made pursuant to Section 10(b) of this Agreement that Indemnitee is not entitled to indemnification under
this Agreement; (ii) advance of Expenses is not timely made pursuant to Sections 8 or 9 of this Agreement; (iii) no determination
of entitlement to indemnification shall have been made pursuant to Section 10(b) of this Agreement within 60 days after receipt
by the Company of the request for indemnification; (iv) payment of indemnification is not made pursuant to Sections 7 or 9
of this Agreement within ten days after receipt by the Company of a written request therefor; or (v) payment of indemnification
pursuant to any other section of this Agreement or the charter or bylaws of the Company is not made within ten days after a determination
has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication in an appropriate
court located in the State of Maryland, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such
indemnification or advance of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration
to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee
shall commence a proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee
first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing clause
shall not apply to a proceeding brought by Indemnitee to enforce his or her rights under Section 7 of this Agreement. Except as
set forth herein, the provisions of Maryland law (without regard to its conflicts of laws rules) shall apply to any such arbitration.
The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.


 






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(b)        In
any judicial proceeding or arbitration commenced pursuant to this Section 12, Indemnitee shall be presumed to be entitled
to indemnification or advance of Expenses, as the case may be, under this Agreement and the Company shall have the burden of proving
that Indemnitee is not entitled to indemnification or advance of Expenses, as the case may be. If Indemnitee commences a judicial
proceeding or arbitration pursuant to this Section 12, Indemnitee shall not be required to reimburse the Company for any advances
pursuant to Section 8 of this Agreement until a final determination is made with respect to Indemnitee’s entitlement to indemnification
(as to which all rights of appeal have been exhausted or lapsed). The Company shall, to the fullest extent not prohibited by law,
be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures
and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such
arbitrator that the Company is bound by all of the provisions of this Agreement.





 


(c)        If
a determination shall have been made pursuant to Section 10(b) of this Agreement that Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12,
absent a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for indemnification.





 


(d)        In
the event that Indemnitee is successful in seeking, pursuant to this Section 12, a judicial adjudication of or an award in arbitration
to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to
recover from the Company, and shall be indemnified by the Company for, any and all Expenses actually and reasonably incurred by
him or her in such judicial adjudication or arbitration. If it shall be determined in such judicial adjudication or arbitration
that Indemnitee is entitled to receive part but not all of the indemnification or advance of Expenses sought, the Expenses incurred
by Indemnitee in connection with such judicial adjudication or arbitration shall be appropriately prorated.


 


(e)        Interest
shall be paid by the Company to Indemnitee at the maximum rate allowed to be charged for judgments under the Courts and Judicial
Proceedings Article of the Annotated Code of Maryland for amounts which the Company pays or is obligated to pay for the period
(i) commencing with either the tenth day after the date on which the Company was requested to advance Expenses in accordance with
Sections 8 or 9 of this Agreement or the 60th day after the date on which the Company was requested to make the determination
of entitlement to indemnification under Section 10(b) of this Agreement, as applicable, and (ii) and ending on the date such payment
is made to Indemnitee by the Company.


 






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Section 13. Defense of the Underlying
Proceeding.


 


(a)        Indemnitee
shall notify the Company promptly in writing upon being served with any summons, citation, subpoena, complaint, indictment, request
or other document relating to any Proceeding which may result in the right to indemnification or the advance of Expenses hereunder
and shall include with such notice a description of the nature of the Proceeding and a summary of the facts underlying the Proceeding.
The failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right
of Indemnitee, to indemnification or the advance of Expenses under this Agreement unless the Company’s ability to defend
in such Proceeding or to obtain proceeds under any insurance policy is materially and adversely prejudiced thereby, and then only
to the extent the Company is thereby actually so prejudiced. 


 


(b)        Subject
to the provisions of the last sentence of this Section 13(b) and of Section 13(c) below, the Company shall have the right
to defend Indemnitee in any Proceeding which may give rise to indemnification hereunder; provided, however, that the Company shall
notify Indemnitee of any such decision to defend within 15 calendar days following receipt of notice of any such Proceeding under
Section 13(a) above. The Company shall not, without the prior written consent of Indemnitee, which shall not be unreasonably
withheld or delayed, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes
an admission of fault of Indemnitee; (ii) does not include, as an unconditional term thereof, the full release of Indemnitee
from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee;
or (iii) would impose any Expense, judgment, fine, penalty or limitation on Indemnitee. This Section 13(b) shall not
apply to a Proceeding brought by Indemnitee under Section 12 of this Agreement.


 


(c)        Notwithstanding
the provisions of Section 13(b) above, if in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s Corporate
Status; (i) Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall
not be unreasonably withheld, that Indemnitee may have separate defenses or counterclaims to assert with respect to any issue which
may not be consistent with other defendants in such Proceeding; (ii) Indemnitee reasonably concludes, based upon an opinion
of counsel approved by the Company, which approval shall not be unreasonably withheld, that an actual or apparent conflict of interest
or potential conflict of interest exists between Indemnitee and the Company; or (iii) if the Company fails to assume the defense
of such Proceeding in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel of Indemnitee’s
choice, subject to the prior approval of the Company, which approval shall not be unreasonably withheld, at the expense of the
Company. In addition, if the Company fails to comply with any of its obligations under this Agreement or in the event that the
Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding to deny
or to recover from Indemnitee the benefits intended to be provided to Indemnitee hereunder, Indemnitee shall have the right to
retain counsel of Indemnitee’s choice, subject to the prior approval of the Company, which approval shall not be unreasonably
withheld, at the expense of the Company (subject to Section 12(d) of this Agreement), to represent Indemnitee in connection
with any such matter.


 






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Section 14. Non-Exclusivity;
Survival of Rights; Subrogation.


 


(a)        The
rights of indemnification and advance of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights
to which Indemnitee may at any time be entitled under applicable law, the charter or Bylaws of the Company, any agreement or resolution
of the stockholders entitled to vote generally in the election of directors or of the Board of Directors, or otherwise. Unless
consented to in writing by Indemnitee, no amendment, alteration or repeal of this Agreement or of any provision hereof shall limit
or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or
her Corporate Status prior to such amendment, alteration or repeal, regardless of whether a claim with respect to such action or
inaction is raised prior or subsequent to such amendment, alteration or repeal. No right or remedy herein conferred is intended
to be exclusive of any other right or remedy, and every other right or remedy shall be cumulative and in addition to every other
right or remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion of any right or remedy
hereunder, or otherwise, shall not prohibit the concurrent assertion or employment of any other right or remedy.


 


(b)        In
the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including
execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.


 


Section 15. Insurance. 


 


The Company will use its reasonable best
efforts to acquire directors and officers liability insurance, on terms and conditions deemed appropriate by the Board of Directors,
with the advice of counsel, covering Indemnitee or any claim made against Indemnitee by reason of his or her Corporate Status and
covering the Company for any indemnification or advance of Expenses made by the Company to Indemnitee for any claims made against
Indemnitee by reason of his or her Corporate Status. Without in any way limiting any other obligation under this Agreement, the
Company shall indemnify Indemnitee for any payment by Indemnitee arising out of the amount of any deductible or retention and the
amount of any excess of the aggregate of all judgments, penalties, fines, settlements and Expenses incurred by Indemnitee in connection
with a Proceeding over the coverage of any insurance referred to in the previous sentence. The purchase, establishment and maintenance
of any such insurance shall not in any way limit or affect the rights or obligations of the Company or Indemnitee under this Agreement
except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in
any way limit or affect the rights or obligations of the Company under any such insurance policies. If, at the time the Company
receives notice from any source of a Proceeding to which Indemnitee is a party or a participant (as a witness or otherwise), the
Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the
insurers in accordance with the procedures set forth in the respective policies.


 






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Section 16. Coordination of Payments.



 


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


 


Section 17. Reports to Stockholders.



 


To the extent required by the MGCL, the
Company shall report in writing to its stockholders the payment of any amounts for indemnification of, or advance of Expenses to,
Indemnitee under this Agreement arising out of a Proceeding by or in the right of the Company with the notice of the meeting of
stockholders of the Company next following the date of the payment of any such indemnification or advance of Expenses or prior
to such meeting.


 


Section 18. Duration of Agreement;
Binding Effect.


 


(a)        This
Agreement shall continue until and terminate on the later of (i) the date that Indemnitee shall have ceased to serve as a director,
officer, employee or agent of the Company or as a director, trustee, officer, partner, manager, managing member, fiduciary, employee
or agent of any other foreign or domestic corporation, real estate investment trust, partnership, limited liability company, joint
venture, trust, employee benefit plan or other enterprise that such person is or was serving in such capacity at the request of
the Company; and (ii) the date that Indemnitee is no longer subject to any actual or possible Proceeding (including any rights
of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 12 of this Agreement).


 






    	 	13	 



     


    

 


(b)        The
indemnification and advance of Expenses provided by, or granted pursuant to, this Agreement shall be binding upon and be enforceable
by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger,
consolidation or otherwise to all or substantially all of the business or assets of the Company), shall continue as to an Indemnitee
who has ceased to be a director, officer, employee or agent of the Company or a director, trustee, officer, partner, manager, managing
member, fiduciary, employee or agent of any other foreign or domestic corporation, partnership, limited liability company, joint
venture, trust, employee benefit plan or other enterprise that such person is or was serving in such capacity at the request of
the Company, and shall inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and
administrators and other legal representatives.





 


(c)        The
Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all,
substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance
satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that
the Company would be required to perform if no such succession had taken place.


 


(d)        The
Company and Indemnitee agree that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable
and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto
agree that Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance hereof, without any
necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee
shall not be precluded from seeking or obtaining any other relief to which Indemnitee may be entitled. Indemnitee shall further
be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions
and permanent injunctions, without the necessity of posting bonds or other undertakings in connection therewith. The Company acknowledges
that, in the absence of a waiver, a bond or undertaking may be required of Indemnitee by a court, and the Company hereby waives
any such requirement of such a bond or undertaking.


 






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Section 19. Severability. 


 


If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and
enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section, paragraph
or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid,
illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent
permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable
law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions
of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing
any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be
construed so as to give effect to the intent manifested thereby.


 


Section 20. Identical Counterparts.



 


This Agreement may be executed in one or
more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute
one and the same Agreement. One such counterpart signed by the party against whom enforceability is sought shall be sufficient
to evidence the existence of this Agreement.


 


Section 21. Headings. 


 


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


 


Section 22. Modification and Waiver.






 


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


 






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Section 23. Notices. 


 


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


 


(a)        If
to Indemnitee, to the address last reflected in the books and records of the Company.


 


(b)        If
to the Company, to:


 


Rich Uncles Real Estate Investment Trust
I


3080 Bristol Street, Suite 550


Costa Mesa, California 92626


Attn: Chief Executive Officer


 


or to such other address as may have been
furnished in writing by any Indemnitee or the Company.


 


Section 24. Governing Law. 


 


This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of California, without regard to its conflicts of laws rules.


 


 


[Signatures appear on following page]


 






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


 








	COMPANY:	 
	 	 	 
	Rich Uncles Real Estate Investment Trust I	 
	 	 	 
	By:	/s/ HAROLD HOFER	 
	 	Harold Hofer	 
	 	Chief Executive Officer	 
	 	 	 
	By:	/s/ JEAN HO	 
	 	Jean Ho	 
	 	Chief Financial Officer	 
	 	 	 
	INDEMNITEES:	 
	 	 	 
	/s/RAY WIRTA 	 
	Ray Wirta	 
	Chairman of the Board	 
	 	 	 
	/s/ HAROLD HOFER	 
	Harold Hofer	 
	Chief Executive Officer and	 
	Director	 
	 	 	 
	/s/JEFFREY RANDOLF	 
	Jeffrey Randolph	 
	Director	 
	 	 	 
	/s/JOHN WANG	 
	John Wang	 
	Director
	 	 	 
	Rich Uncles, LLC	 
	 	 	 
	By:	/s/ HAROLD HOFER	 
	 	Harold Hofer	 
	 	Manager	 
	 	 	 
	/s/JONATHAN PLATT	 
	Jonathan Platt	 
	Director	 
	 	 	 
	/s/HOWARD MAKLER	 
	Howard Makler	 
	President	 
	 	 	 
	/s/JEAN HO          	 
	Jean Ho	 
	Chief Financial Officer	 
	 	 	 
	/s/VIPE DESAI	 
	Name: Vipe Desai  	 
	Director  	 
	 	 	 
	/s/DAVID FEINLEIB	 
	David Feinleib	 
	Director	 


 




    	 	17	 



     


    

 


EXHIBIT A


  


AFFIRMATION AND UNDERTAKING TO REPAY
EXPENSES ADVANCED


 


To: The Board of Directors of Rich Uncles
Real Estate Investment Trust I


 


Re: Affirmation and Undertaking


 


Gentlemen: 


 


This Affirmation and Undertaking is being
provided pursuant to that certain Indemnification Agreement, dated as of July 15, 2016 by and between Rich Uncles NNN REIT, Inc.,
a Maryland corporation (the “Company”), and the undersigned Indemnitee (the “Indemnification Agreement”),
pursuant to which I am entitled to advance of Expenses in connection with ______________________________________________________________


 


______________ [Description of Proceeding]
(the “Proceeding”).


 


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


 


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


 


In consideration of the advance of Expenses
by the Company for reasonable attorneys’ fees and related Expenses incurred by me in connection with the Proceeding (the
“Advanced Expenses”), I hereby agree that if, in connection with the Proceeding, it is established that (1) an
act or omission by me was material to the matter giving rise to the Proceeding and (a) was committed in bad faith, or (b) was
the result of active and deliberate dishonesty; or (2) I actually received an improper personal benefit in money, property
or services or; (3) in the case of any criminal proceeding, I had reasonable cause to believe that the act or omission was
unlawful, then I shall promptly reimburse the portion of the Advanced Expenses, together with the Applicable Legal Rate of interest
thereon, relating to the claims, issues or matters in the Proceeding as to which the foregoing findings have been established.


 


IN WITNESS WHEREOF, I have executed this
Affirmation and Undertaking on this _____ day of _______________, 20____.


 


_____________________________


 


Name: _______________________


 






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