Exhibit 10.19


 


INDEMNITY AGREEMENT


 


This Indemnity Agreement, dated as of             ,
2017 is made by and between ___________, a company incorporated in the British Virgin Islands , the registered office of which
is at [ ](the “Company”), and             ,
a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies
the definition of Indemnifiable Person set forth below (“Indemnitee”).


 


RECITALS


 


A. The Company is aware that competent
and experienced persons are increasingly reluctant to serve as representatives of corporations unless they are protected by comprehensive
liability insurance and indemnification, due to increased exposure to litigation costs and risks resulting from their service to
such corporations, and due to the fact that the exposure frequently bears no relationship to the compensation of such representatives;


 


B. The members of the Board of Directors
of the Company (the “Board”) have concluded that to retain and attract talented and experienced individuals
to serve as representatives of the Company and its Subsidiaries and Affiliates and to encourage such individuals to take the business
risks necessary for the success of the Company and its Subsidiaries and Affiliates, it is necessary for the Company to contractually
indemnify certain of its representatives and the representatives of its Subsidiaries and Affiliates, and to assume for itself maximum
liability for Expenses and Other Liabilities in connection with claims against such representatives in connection with their service
to the Company and its Subsidiaries and Affiliates;


 


C. Section 145 of the Delaware General
Corporation Law (“Section 145”), empowers the Company to indemnify by agreement its officers, directors,
employees and agents, and persons who serve, at the request of the Company, as directors, officers, employees or agents of other
corporations, partnerships, joint ventures, trusts or other enterprises, and expressly provides that the indemnification provided
thereby is not exclusive; and


 


D. The Company desires and has requested
Indemnitee to serve or continue to serve as a representative of the Company and/or the Subsidiaries or Affiliates of the Company
free from undue concern about inappropriate claims for damages arising out of or related to such services to the Company and/or
the Subsidiaries or Affiliates of the Company.


 


[E. The Company and Indemnitee previously
entered into an Indemnification Agreement, dated as of [            ]
(the “Prior Agreement”), and the Company and Indemnitee desire to amend and restate the Prior Agreement
in its entirety to set forth their agreements and understandings with respect to indemnification matters, all on the terms and
conditions as set forth in this Agreement.]


 


AGREEMENT


 


NOW, THEREFORE, the parties hereto, intending
to be legally bound, hereby agree as follows:


 


1. Definitions.


 


(a) Affiliate. For purposes of
this Agreement, “Affiliate” of the Company means any corporation, partnership, limited liability company,
joint venture, trust or other enterprise in respect of which Indemnitee is or was or will be serving as a director, officer, trustee,
manager, member, partner, employee, agent, attorney, consultant, member of the entity’s governing body (whether constituted
as a board of directors, board of managers, general partner or otherwise), fiduciary, or in any other similar capacity at the request,
election or direction of the Company, and including, but not limited to, any employee benefit plan of the Company or a Subsidiary
or Affiliate of the Company.


  



     


     


    

 


(b) Change in Control. For purposes
of this Agreement, “Change in Control” means (i) any “person” (as such term is used
in Sections 13(d) and 14(d) of the Exchange Act), other than a Subsidiary or a trustee or other fiduciary holding securities under
an employee benefit plan of the Company or Subsidiary, 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 50% or more of the total voting power
represented by the Company’s then outstanding issued shares, or (ii) during any period of two consecutive years, individuals
who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election
by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office
who either were directors at the beginning of the period or whose election or nomination for election was previously so approved,
cease for any reason to constitute a majority thereof, or (iii) the shareholders of the Company approve a merger or consolidation
of the Company with any other corporation, other than a merger or consolidation that would result in the outstanding issued shares
of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted
into capital stock of the surviving entity) at least 80% of the total voting power represented by the issued shares of the Company
or such surviving entity outstanding immediately after such merger or consolidation, or (iv) the shareholders of the Company approve
a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one transaction or
a series of transactions) of all or substantially all of the Company’s assets.


 


(c) DGCL. For purposes of this
Agreement, “DGCL” means the Delaware General Corporation Law.


 


(d) Exchange Act. For purposes
of this Agreement, “Exchange Act” means the Securities Exchange Act of 1934, as amended.


 


(e) Expenses. For purposes of this
Agreement, “Expenses” means all direct and indirect costs of any type or nature whatsoever (including,
without limitation, all attorneys’ fees and related disbursements, and other out-of-pocket costs), paid or incurred by Indemnitee
in connection with either the investigation, defense, preparation of defense or appeal of, or being a witness in, or otherwise
participating in a Proceeding, or establishing or enforcing a right to indemnification under this Agreement, Section 145 or
otherwise; provided, however, that Expenses shall not include any judgments, fines, ERISA excise taxes or penalties or amounts
paid in settlement of a Proceeding.


 


(f) Indemnifiable Event. For purposes
of this Agreement, “Indemnifiable Event” means any event or occurrence related to Indemnitee’s
service for the Company or any Subsidiary or Affiliate as an Indemnifiable Person (as defined below), or by reason of anything
done or not done, or any act or omission, by Indemnitee in any such capacity.


 


(g) Indemnifiable Person. For the
purposes of this Agreement, “Indemnifiable Person” means any person who is or was a director, officer,
trustee, manager, member, partner, employee, attorney, consultant, member of an entity’s governing body (whether constituted
as a board of directors, board of managers, general partner or otherwise) or other agent or fiduciary of the Company or a Subsidiary
or Affiliate of the Company.


 


(h) Independent Counsel. For purposes
of this Agreement, “Independent Counsel” means legal counsel experienced in matters of corporate law
that has not performed services for the Company or Indemnitee in the five years preceding the time in question and that would not,
under applicable standards of professional conduct, have a conflict of interest in representing either the Company or Indemnitee.


 


(i) Independent Director. For purposes
of this Agreement, a member of the Board who neither is nor was a party to the Proceeding for which the Indemnitee is making a
claim pursuant to this Agreement.


 


(i) Other Liabilities. For purposes
of this Agreement, “Other Liabilities” means any and all losses or liabilities of any type whatsoever
(including, but not limited to, judgments, fines, penalties, ERISA (or other benefit plan related) excise taxes or penalties, and
amounts paid in settlement and all interest, taxes, assessments and other charges paid or payable in connection with or in respect
of any such judgments, fines, ERISA (or other benefit plan related) excise taxes or penalties, or amounts paid in settlement).


 


(j) Proceeding. For the purposes
of this Agreement, “Proceeding” means any threatened, pending, or completed action, suit, claim, counterclaim,
crossclaim or other proceeding, whether civil, criminal, administrative, investigative, legislative or any other type whatsoever,
preliminary, informal or formal, including any arbitration or other alternative dispute resolution and including any appeal of
any of the foregoing.


 


(k) Subsidiary. For purposes of
this Agreement, “Subsidiary” means any entity of which more than 50% of the outstanding voting securities
is owned directly or indirectly by the Company.


  



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2. Agreement to Serve. The Indemnitee
agrees to serve and/or continue to serve as an Indemnifiable Person in the capacity or capacities in which Indemnitee currently
serves the Company as an Indemnifiable Person, and any additional capacity in which Indemnitee may agree to serve, until such time
as Indemnitee’s service in a particular capacity shall end according to the terms of an agreement, the Company’s then-current
memorandum and articles of association, governing law, or otherwise. Nothing contained in this Agreement is intended to create
any right to continued employment or other form of service for the Company or a Subsidiary or Affiliate of the Company by Indemnitee.


 


3. Mandatory Indemnification.


 


(a) Agreement to Indemnify. In
the event Indemnitee is a person who was or is a party to or witness in or is threatened to be made a party to or witness in any
Proceeding by reason of an Indemnifiable Event, the Company shall indemnify Indemnitee from and against any and all Expenses and
Other Liabilities incurred by Indemnitee in connection with (including in preparation for) such Proceeding to the fullest extent
permitted by the Company’s memorandum and articles of association and applicable law, as the same exists or may be amended
from time to time (but only to the extent that such amendment permits the Company to provide broader indemnification rights than
such law permitted the Company to provide prior to the adoption of such amendment).


 


(b) Exception for Amounts Covered by
Insurance and Other Sources. Notwithstanding the foregoing, except as provided in Section 3(c), the Company shall not
be obligated to indemnify Indemnitee for Expenses or Other Liabilities of any type whatsoever (including, but not limited to judgments,
fines, penalties, ERISA excise taxes or penalties and amounts paid in settlement) to the extent such have been paid directly to
Indemnitee (or paid directly to a third party on Indemnitee’s behalf) by any directors and officers, or other type, of insurance
maintained by the Company or pursuant to other indemnity arrangements with third parties.


 


(c) Company Obligations Primary. The
Company hereby acknowledges that an Indemnitee that is a member of the Board may have rights to indemnification for Expenses and
Other Liabilities provided by another sponsoring organization (“Other Indemnitor”). The Company agrees
with such an Indemnitee that the Company is the indemnitor of first resort of such Indemnitee with respect to matters for which
indemnification is provided under this Agreement and that the Company will be obligated to make all payments due to or for the
benefit of such Indemnitee under this Agreement without regard to any rights that such Indemnitee may have against the Other Indemnitor.
The Company hereby waives any equitable rights to contribution or indemnification from the Other Indemnitor in respect of any amounts
paid to such Indemnitee hereunder. The Company further agrees that no reimbursement of Other Liabilities or payment of Expenses
by the Other Indemnitor to or for the benefit of such Indemnitee shall affect the obligations of the Company hereunder, and that
the Company shall be obligated to repay the Other Indemnitor for all amounts so paid or reimbursed to the extent that the Company
has an obligation to indemnify such Indemnitee for such Expenses or Other Liabilities hereunder.


 


4. Partial Indemnification. If Indemnitee
is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Expenses or Other
Liabilities but not entitled, however, to indemnification for the total amount of such Expenses or Other Liabilities, the Company
shall nevertheless indemnify Indemnitee for such total amount except as to the portion thereof for which indemnification is prohibited
by the provisions of the Company’s memorandum and articles of association or applicable law. In any review or Proceeding
to determine the extent of indemnification, the Company shall bear the burden to establish, by clear and convincing evidence, the
lack of a successful resolution of a particular claim, issue or matter and which amounts sought in indemnity are allocable to claims,
issues or matters which were not successfully resolved.


 


5. Liability Insurance. So long
as Indemnitee shall continue to serve the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and thereafter
so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable
Event, the Company shall use reasonable efforts to maintain in full force and effect for the benefit of Indemnitee as an insured
(a) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate
by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman
of the Board or the Chief Executive Officer of the Company and (b) any replacement or substitute policies issued by one or
more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided
to the Chairman of the Board or the Chief Executive Officer of the Company. The purchase, establishment and maintenance of any
such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of 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 and obligations of the Company or the other party or parties thereto under any
such insurance or other arrangement.


  



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6. Mandatory Advancement of Expenses.


 


If requested by Indemnitee, the Company
shall advance prior to the final disposition of the Proceeding all Expenses reasonably incurred by Indemnitee in connection with
(including in preparation for) a Proceeding related to an Indemnifiable Event. Indemnitee hereby undertakes to repay such amounts
advanced if, and only if and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified
by the Company under the provisions of this Agreement, the Company’s memorandum and articles of association or the DGCL,
and no other additional form of undertaking with respect to such obligation to repay shall be required. The advances to be made
hereunder shall be paid by the Company to Indemnitee or directly to a third party designated by Indemnitee within thirty (30) days
following delivery of a written request therefor by Indemnitee to the Company. Indemnitee’s undertaking to repay any Expenses
advanced to Indemnitee hereunder shall be unsecured and shall not be subject to the accrual or payment of any interest thereon.


 


7. Notice and Other Indemnification
Procedures.


 


(a) Notification. Promptly after
receipt by Indemnitee of notice of the commencement of or the threat of commencement of any Proceeding, Indemnitee shall, if Indemnitee
believes that indemnification or advancement of Expenses with respect thereto may be sought from the Company under this Agreement,
notify the Company of the commencement or threat of commencement thereof. However, a failure so to notify the Company promptly
following Indemnitee’s receipt of such notice shall not relieve the Company from any liability that it may have to Indemnitee
except to the extent that the Company is materially prejudiced in its defense of such Proceeding as a result of such failure.


 


(b) Insurance and Other Matters.
If, at the time of the receipt of a notice of the commencement of a Proceeding pursuant to Section 7(a) above, the Company
has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding
to the issuers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all reasonable
action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance
with the terms of such insurance policies.


 


(c) Assumption of Defense. In the
event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate
by the Company, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may
include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements
related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume
the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated
by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement
for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (i) the employment
of counsel by Indemnitee has been previously authorized by the Company, (ii) Indemnitee shall have notified the Board in writing
that Indemnitee has reasonably concluded that there is likely to be a conflict of interest between the Company and Indemnitee in
the conduct of any such defense, or (iii) the Company fails to employ counsel to assume the defense of such Proceeding, the
fees and expenses of Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of
this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense.


  



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(d) Settlement. The Company shall
not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected
without the Company’s written consent; provided, however, that if a Change in Control has occurred, the Company
shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement.
Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition
of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or
otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from
any settlement of any Proceeding. With respect to any Proceeding, the settlement of which the consent of Indemnitee would be required
hereunder, the Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company
makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement.
The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party, the settlement of which
the consent of such Indemnitee would be required hereunder, with respect to other parties (including the Company) without the written
consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of
the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance
with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s
obligations hereunder to Indemnitee with respect to such Proceeding have been fully discharged.


 


8. Determination of Right to Indemnification.


 


(a) Success on the Merits or Otherwise.
To the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an
action without prejudice, in defense of any Proceeding referred to in Section 3(a) above or in the defense of any claim, issue
or matter described therein, the Company shall indemnify Indemnitee against Expenses actually and reasonably incurred in connection
therewith.


 


(b) Indemnification in Other Situations.
In the event that Section 8(a) is inapplicable, the Company shall also indemnify Indemnitee if Indemnitee has not failed to
meet the applicable standard of conduct for indemnification, as determined by the Reviewing Party (as defined below) in accordance
with Section 8(d).


 


(c) Forum. Indemnitee shall be
entitled to select the forum in which determination of whether or not Indemnitee has met the applicable standard of conduct shall
be decided, and such election will be made from among the following:


 


(i) those members of the Board who are
Independent Directors even though less than a quorum;


 


(ii) a committee of Independent Directors
designated by a majority vote of Independent Directors, even though less than a quorum; or


 


(iii) Independent Counsel selected by
Indemnitee and approved by the Board, which approval may not be unreasonably withheld, which counsel shall make such determination
in a written opinion.


 


If Indemnitee is an officer or a director
of the Company at the time that Indemnitee is selecting the forum, then Indemnitee shall not select Independent Counsel as such
forum unless there are no Independent Directors or unless the Independent Directors agree to the selection of Independent Counsel
as the forum.


 


The selected forum shall be referred to herein as the “Reviewing
Party.” Notwithstanding the foregoing, following any Change in Control, the Reviewing Party shall be Independent
Counsel selected in the manner provided in Section 8(c)(iii) above.


 


(d) Decision Timing and Expenses.
As soon as practicable, and in no event later than thirty (30) days after receipt by the Company of written notice of Indemnitee’s
choice of forum pursuant to Section 8(c) above, the Company and Indemnitee shall each submit to the Reviewing Party such information
as they believe is appropriate for the Reviewing Party to determine whether and to what extent Indemnitee is entitled to indemnification.
The Reviewing Party shall arrive at its decision within a reasonable period of time following the receipt of all such information
from the Company and Indemnitee, but in no event later than thirty (30) days following the receipt of all such information;
provided, that, the time by which the Reviewing Party must reach a decision may be extended by mutual agreement of
the Company and Indemnitee. All Expenses associated with the process set forth in this Section 8(d), including but not limited
to the Expenses of the Reviewing Party, shall be paid by the Company.


 


(e) Delaware Court of Chancery.
Notwithstanding a final determination by any Reviewing Party that Indemnitee is not entitled to indemnification with respect to
a specific Proceeding, Indemnitee shall have the right to apply to the Court of Chancery, for the purpose of enforcing Indemnitee’s
right to indemnification pursuant to this Agreement.


  



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(f) Expenses. The Company shall
indemnify Indemnitee against all Expenses incurred by Indemnitee in connection with any hearing or Proceeding under this Section 8
involving Indemnitee and against all Expenses and Other Liabilities incurred by Indemnitee in connection with any other Proceeding
between the Company and Indemnitee involving the interpretation or enforcement of the rights of Indemnitee under this Agreement
unless a court of competent jurisdiction finds that each of the material claims of Indemnitee in any such Proceeding was frivolous
or made in bad faith.


 


9. Exceptions. Any other provision
herein to the contrary notwithstanding,


 


(a) Claims Initiated by Indemnitee.
The Company shall not be obligated pursuant to the terms of this Agreement to indemnify or advance Expenses to Indemnitee with
respect to Proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except (i) with
respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement, any other statute or law,
as permitted under Section 145, or otherwise, (ii) where the Board has consented to the initiation of such Proceeding,
or (iii) with respect to Proceedings brought to discharge Indemnitee’s fiduciary responsibilities, whether under ERISA
or otherwise, but such indemnification or advancement of Expenses may be provided by the Company in specific cases if the Board
finds it to be appropriate; or


 


(b) Actions Based on Federal Statutes
Regarding Profit Recovery and Return of Bonus Payments. The Company shall not be obligated pursuant to the terms of this Agreement
to indemnify Indemnitee on account of (i) any suit in which judgment is rendered against Indemnitee for an accounting of profits
made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the
Exchange Act and amendments thereto or similar provisions of any federal, state or local statutory law, or (ii) any reimbursement
of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized
by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such
reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act
of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase
and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act); or


 


(c) Unlawful Indemnification. The
Company shall not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee for Other Liabilities if such indemnification
is prohibited by law as determined by a court of competent jurisdiction in a final adjudication not subject to further appeal.


 


10. Non-exclusivity. The provisions
for indemnification and advancement of Expenses set forth in this Agreement shall not be deemed exclusive of any other rights which
Indemnitee may have under any provision of law, the Company’s Certificate of Incorporation or memorandum and articles of
association, the vote of the Company’s shareholders or disinterested directors, other agreements, or otherwise, both as to
acts or omissions in his or her official capacity and to acts or omissions in another capacity while serving the Company or a Subsidiary
or Affiliate as an Indemnifiable Person and Indemnitee’s rights hereunder shall continue after Indemnitee has ceased serving
the Company or a Subsidiary or Affiliate as an Indemnifiable Person and shall inure to the benefit of the heirs, executors and
administrators of Indemnitee.


 


11. 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 the Agreement (including, without limitation, all portions of any paragraphs
of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid,
illegal or unenforceable) shall not in any way be affected or impaired thereby, and (b) to the fullest extent possible, the
provisions of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such
provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed
so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.


 


12. Supersession, Modification and Waiver.
This Agreement supersedes any prior indemnification agreement between the Indemnitee and the Company, its Subsidiaries or its Affiliates[,
including, without limitation, the Prior Agreement]. If the Company and Indemnitee have previously entered into an indemnification
agreement providing for the indemnification of Indemnitee by the Company, the parties’ entry into this Agreement shall be
deemed to amend and restate such prior agreement[, including, without limitation, the Prior Agreement, ]to read in its entirety
as, and be superseded by, this Agreement. 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 provision hereof (whether or not similar) and except as expressly provided herein, no such waiver shall constitute
a continuing waiver.


  



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13. Successors and Assigns. The
terms of this Agreement shall bind, and shall inure to the benefit of, the successors and assigns of the parties hereto.


 


14. Notice. All notices, requests,
demands and other communications under this Agreement shall be in writing and shall be deemed duly given (a) if delivered
by hand and a receipt is provided by the party to whom such communication is delivered, (b) if mailed by certified or registered
mail with postage prepaid, return receipt requested, on the signing by the recipient of an acknowledgement of receipt form accompanying
delivery through the U.S. mail, (c) personal service by a process server, or (d) delivery to the recipient’s address
by overnight delivery (e.g., FedEx, UPS or DHL) or other commercial delivery service. Addresses for notice to either party are
as shown on the signature page of this Agreement, or as subsequently modified by written notice complying with the provisions of
this Section 14. Delivery of communications to the Company with respect to this Agreement shall be sent to the attention of
the Company’s General Counsel.


 


15. No Presumptions. For purposes
of this Agreement, the termination of any Proceeding, by judgment, order, settlement (whether with or without court approval) or
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did
not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is
not permitted by applicable law or otherwise. In addition, neither the failure of the Company or a Reviewing Party to have made
a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual
determination by the Company or a Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief,
prior to the commencement of Proceedings by Indemnitee to secure a judicial determination by exercising Indemnitee’s rights
under Section 8(e) of this Agreement shall be a defense to Indemnitee’s claim or create a presumption that Indemnitee
has failed to meet any particular standard of conduct or did not have any particular belief or is not entitled to indemnification
under applicable law or otherwise.


 


16. Survival of Rights. The rights
conferred on Indemnitee by this Agreement shall continue after Indemnitee has ceased to serve the Company or a Subsidiary or Affiliate
of the Company as an Indemnifiable Person and shall inure to the benefit of Indemnitee’s heirs, executors and administrators.


 


17. Subrogation and Contribution.


 


(a) Except as otherwise expressly provided
in this Agreement, in the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment
to all of the rights of recovery of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary
to secure such rights and to enable the Company effectively to bring suit to enforce such rights.


 


(b) To the fullest extent permissible
under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever,
the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by or on behalf of Indemnitee, whether
for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with
any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light
of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee
as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company
(and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).


 


18. Specific Performance, Etc. The
parties recognize that if any provision of this Agreement is violated by the Company, Indemnitee may be without an adequate remedy
at law. Accordingly, in the event of any such violation, Indemnitee shall be entitled, if Indemnitee so elects, to institute Proceedings,
either in law or at equity, to obtain damages, to enforce specific performance, to enjoin such violation, or to obtain any relief
or any combination of the foregoing as Indemnitee may elect to pursue.


 


19. Counterparts. This Agreement
may be executed in 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. Only one such counterpart signed by the party against whom enforceability is sought needs
to be produced to evidence the existence of this Agreement.


  



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20. Headings. The headings of the
sections and 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 or interpretation thereof.


 


21. Governing Law. This Agreement
shall be governed exclusively by and construed according to the laws of the State of Delaware, as applied to contracts between
Delaware residents entered into and to be performed entirely with Delaware.


 


22. Consent to Jurisdiction. The
Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State of Delaware for all purposes
in connection with any Proceeding which arises out of or relates to this Agreement.


 


23. Effective Date. This Agreement
shall become effective on the date set forth in the first paragraph to this Agreement (the “Effective Date”).


 


24. Entire Agreement. This Agreement
and the documents referred to herein constitute the entire agreement and understanding of the parties with respect to the subject
matter of this Agreement, and, upon the Effective Date, this Agreement and the documents referred to herein supersede any and all
prior understandings and agreements, whether oral or written, between or among the parties hereto with respect to the specific
subject matter hereof[, including, without limitation, the Prior Agreement].


 


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The parties hereto have entered into this
Indemnity Agreement effective as of the date first above written.


 


	 	COMPANY:
	 	 
	 	[________________________________]
	 	 
	 	By:	                                         
     
	 	Name:	 
	 	Title:	 
	 	 
	 	INDEMNITEE:
	 	 
	 	Name:	 
	 	Address:	 
	 	 




 


 


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