Exhibit 10.2


 


XG SCIENCES, INC.


 


INDEMNIFICATION AGREEMENT


 


This Indemnification
Agreement (this “Agreement”) is made and entered into as of the _____ day of ______________________, 20__ by
and between XG Sciences, Inc., a Michigan corporation (the “Corporation”), and ___________________________ (“Indemnitee”).


 


WITNESSETH:


 


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


 


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


 


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


 


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


 


WHEREAS, the
Indemnitee does not regard the protection available under the Corporation's Articles of Incorporation, Bylaws and insurance as
adequate in the present circumstances, and may not be willing to serve the Corporation without adequate protection, and the Corporation
desires the Indemnitee to continue to serve the Corporation.


 


NOW, THEREFORE,
in consideration of Indemnitee’s agreement to provide services to the Corporation and/or certain of its affiliates as contemplated
hereby, the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto stipulate and agree as follows:


 


ARTICLE
I

Definitions


 


Section 1.1.          As
used herein, the following words and terms shall have the following respective meanings (whether singular or plural):


 


“Articles
of Incorporation” means the Articles of Incorporation of the Corporation (as they may be amended or restated from time
to time).


 


“Board of
Directors” means the board of directors of the Corporation.


 


“Bylaws”
means the bylaws of the Corporation (as they may be amended or restated from time to time).


 




     


     


    

 


“Change of
Control” means:


 


(i)          The
acquisition by any individual, entity or group (within the meaning of Section 13(d)(5) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of forty percent (40%) or more of either (1) the then outstanding shares of common
stock of the Corporation (the “Outstanding Corporation Common Stock”) or (2) the combined voting power of the
then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding
Corporation Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions
shall not constitute a Change of Control: (A) any acquisition directly from the Corporation, (B) any acquisition by the Corporation,
(C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any entity controlled
by the Corporation or (D) any acquisition by any entity pursuant to a transaction which complies with clauses (1) and (2) of subsection
(iii) of this definition; 


 


(ii)         Individuals
who, as of the date hereof, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to
constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent
to the date hereof whose election, or nomination for election by the Corporation’s stockholders, was approved by a vote of
at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member
of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result
of an actual or threatened election contest 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 of Directors; or


 


(iii)        Consummation
of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Corporation
(a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially
all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and
Outstanding Corporation Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly,
more than forty percent (40%) of, respectively, the then outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting
from such Business Combination (including, without limitation, an entity that as a result of such transaction owns the Corporation
or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries) in substantially
the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Corporation Common
Stock and Outstanding Corporation Voting Securities, as the case may be, and (2) at least a majority of the members of the board
of directors of the corporation, or the similar managing body of a non-corporate entity, resulting from such Business Combination
were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors,
providing for such Business Combination.


 


“Covered Capacity”
means, with respect to any person, that such person (or a person for whom he is serving as a legal representative) is or was a
director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as director, manager,
officer, trustee, general partner, member, fiduciary, employee or agent of (i) a subsidiary of the Corporation or (ii) any other
enterprise.


 


“Expenses”
include all direct and indirect costs, fees and expenses of any type or nature, including, without limitation, all attorneys’
fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators
and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax
transmission charges, secretarial services and all other disbursements or expenses in connection with prosecuting, defending, preparing
to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of or otherwise participating
in a Proceeding, including reasonable compensation for time spent by Indemnitee for which he is not otherwise compensated by the
Corporation or any third party. “Expenses” also include expenses incurred in connection with any appeal resulting from
any Proceeding, including the premium for, security for, and other costs relating to, any cost bond, supersedeas bond or other
appeal bond or its equivalent. “Expenses” do not include amounts paid in settlement by Indemnitee or the amount of
judgments or fines against Indemnitee.


 




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“Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently
is, nor in the five years previous to his selection or appointment has been, retained to represent: (i) the Corporation or Indemnitee
in any matter material to either such party or (ii) any other party to the Proceeding giving rise to a claim for indemnification
hereunder. The term “Independent Counsel” does not include any person who, under the applicable standards of professional
conduct then prevailing, would have a conflict of interest in representing either the Corporation or Indemnitee in an action to
determine Indemnitee’s rights under this Agreement, the Bylaws of the Corporation or under any agreement between Indemnitee
and the Corporation.


 


“MCL”
means the Michigan Compiled Laws.


 


“Proceeding”
includes a threatened, pending or completed action, suit, arbitration, alternate dispute resolution, investigation, inquiry, administrative
hearing, appeal or any other actual, threatened or completed proceedings with or brought in the right of the Corporation or otherwise
and whether civil, criminal, administrative or investigative in nature.


 


ARTICLE
II

Services by Indemnitee


 


Section 2.1.          Indemnitee
agrees to serve or continue to serve in his current capacity or capacities as a director, officer, employee, agent or fiduciary
of the Corporation. Indemnitee may also serve, as the Corporation may reasonably request from time to time, as a director, officer,
employee, agent or fiduciary of any other corporation, partnership, limited liability company, association, joint venture, trust,
employee benefit plan or other enterprise in which the Corporation has an interest. Indemnitee and the Corporation each acknowledge
that they have entered into this Agreement as a means of inducing Indemnitee to serve the Corporation in such capacities. Indemnitee
may at any time and for any reason resign from such position or positions (subject to any other contractual obligation or any obligation
imposed by operation of law). The Corporation shall have no obligation under this Agreement to continue Indemnitee in any such
position for any period of time and shall not be precluded by the provisions of this Agreement from removing Indemnitee from any
such position at any time.


 


ARTICLE
III

Third Party Proceedings


 


Section 3.1.          The
Corporation shall indemnify Indemnitee if he was or is a party or is threatened to be made a party to any Proceeding, except an
action by or in the right of the Corporation, by reason of the fact that he is or was serving or acting in a Covered Capacity,
against Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in accordance
with Article VIII in connection with the Proceeding if he: (a) is not liable pursuant to MCL 450.1541a and (b) acted in
good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation,
and, with respect to any criminal action or Proceeding, had no reasonable cause to believe his or her conduct was unlawful. The
termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does
not, of itself, create a presumption that Indemnitee is liable pursuant to MCL 450.1541a or did not act in good faith and in a
manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation or that, with respect
to any criminal action or proceeding, he had reasonable cause to believe that his or her conduct was unlawful.


 


ARTICLE
IV

Derivative Actions


 


Section 4.1.          The
Corporation shall indemnify Indemnitee if he was or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a judgment in its favor, by reason of the fact that Indemnitee
is or was serving or acting in a Covered Capacity, against Expenses actually and reasonably incurred by Indemnitee in accordance
with Article VIII and amounts paid in settlement thereof if Indemnitee: (a) is not liable pursuant to MCL 450.1541a, and
(b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation.
Indemnification may not be made for any claim, issue or matter as to which Indemnitee has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Corporation or for amounts paid in settlement to the
Corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction
determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such Expenses as the court deems proper.


 




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ARTICLE
V

Party Who is Wholly or Partially Successful


 


Section 5.1.          Notwithstanding
any other provisions of this Agreement, to the extent that Indemnitee is a party to or a participant in and is successful on the
merits or otherwise in any Proceeding or in defense of any claim, issue or matter in any Proceeding, in whole or in part, to which
Indemnitee was or is a party or is otherwise involved by reason of the fact that he is or was serving or acting in a Covered Capacity,
the Corporation shall indemnify and hold harmless Indemnitee against all Expenses actually and reasonably incurred by Indemnitee
in accordance with Article VIII in connection with any Proceeding or defense. If Indemnitee is not wholly successful in
the Proceeding, the Corporation shall indemnify and hold harmless Indemnitee against all Expenses actually and reasonably incurred
by him or on his behalf in connection with each claim, issue or matter on which Indemnitee was successful. The termination of any
claim, issue or matter in the Proceeding by dismissal, with or without prejudice, by reason of settlement, judgment, order or otherwise,
shall be deemed to be a successful result as to such Proceeding, claim, issue or matter, so long as there has been no finding that
Indemnitee (i) is liable pursuant to MCL 450.1541a or (ii) did not act in good faith and in a manner which Indemnitee reasonably
believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal proceeding or action,
had no reasonable cause to believe his or her conduct was unlawful.


 


ARTICLE
VI

Expenses as Witness


 


Section 6.1.          To
the extent Indemnitee is, by reason of his or her serving or acting in a Covered Capacity, a witness in any Proceeding to which
Indemnitee is not a party, Indemnitee shall be indemnified and held harmless against all Expenses actually and reasonably incurred
by him or on his behalf in accordance with Article VIII in connection with the Proceeding and his or her acting as a witness
in it.


 


ARTICLE
VII

Exclusions


 


Section 7.1.          Notwithstanding
the foregoing, indemnification, unless ordered by a court pursuant to MCL 450.1564c or for the advancement of Expenses made pursuant
to Section 8.1, shall not be made to or on behalf of the Indemnitee if he or she is adjudged by a court of competent jurisdiction,
after exhaustion of all appeals therefrom, to be liable for intentional misconduct, fraud or a knowing violation of law. 


 


Section 7.2.          Notwithstanding
any provision in this Agreement, the Corporation is not obligated under this Agreement to make any indemnification payments in
connection with any claim made against Indemnitee:


 


(a)           For
which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity provision,
except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement or other
indemnity provision or otherwise;


 


(b)           For
an accounting of profits made from the purchase and sale, or sale and purchase, by Indemnitee of securities of the Corporation
within the meaning of Section 16(b) of the Exchange Act; or


 




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(c)          Except
as provided for in Sections 8.1 of this Agreement, in connection with any Proceeding or any part of any Proceeding, initiated
by Indemnitee, including those initiated against the Corporation or its officers, directors or employees, unless (i) the Board
of Directors authorizes the Proceeding or part thereof before its initiation, (ii) the Proceeding was commenced following a Change
of Control or (iii) the Corporation provides the indemnification in its sole discretion, pursuant to the powers vested in the Corporation
under applicable law.


 


ARTICLE
VIII

Advancement of Expenses


 


Section 8.1.          Notwithstanding
any other provision of this Agreement and to the fullest permitted by applicable law, the Corporation shall advance the Expenses
incurred by Indemnitee in connection with any Proceeding to which Indemnitee was or is a party or is otherwise involved by reason
of the fact that he is or was serving or acting in a Covered Capacity, as soon as practicable but in any event not more than ten
(10) days after receipt by the Corporation of a statement requesting the advances, whether the statement is submitted before or
after final disposition of any Proceeding. Unless otherwise required by law, the Corporation shall not require that Indemnitee
provide any form of security for repayment of or charge any interest on any amounts advanced pursuant to this Section 8.1.
The advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to any belief
or determination as to Indemnitee’s ultimate entitlement to be indemnified. Advances shall include any and all reasonable
Expenses incurred in pursuing a Proceeding to enforce the right of advancement, including Expenses incurred in preparing statements
to the Corporation to support the advances claimed. Indemnitee qualifies for advances, to the fullest extent permitted by applicable
law, solely upon the execution and delivery to the Corporation of an undertaking providing that Indemnitee undertakes to repay
the advance to the extent it is ultimately determined that Indemnitee is not entitled to be indemnified by the Corporation under
the provisions of this Agreement, the Articles of Incorporation or an agreement between the Corporation and Indemnitee. This section
does not apply to any claim made by Indemnitee for any indemnification payment that is excluded pursuant to Section 7.2
of this Agreement.


 


ARTICLE
IX

Notices


 


Section 9.1.          Indemnitee
agrees to notify the Corporation in writing promptly after being served with any summons, citation, subpoena, complaint, indictment,
inquiry, information request or other document relating to any Proceeding or matter which may be subject to indemnification, hold
harmless or exoneration rights or the advancement of expenses; provided, however, that the failure of Indemnitee to so notify
the Corporation shall not relieve the Corporation of any obligation it may have to Indemnitee under this Agreement or otherwise.
Indemnitee may deliver to the Corporation a written application to indemnify and hold harmless Indemnitee in accordance with this
Agreement. The application may be delivered from time to time and may be amended and supplemented and at such times as Indemnitee
deems appropriate in his or her sole discretion. After a written application for indemnification is delivered by Indemnitee, Indemnitee’s
entitlement to indemnification shall be determined pursuant to Articles X, XI and XII of this Agreement.


 


ARTICLE
X

Procedures


 


Section 10.1.          To
the fullest extent permitted by law, the indemnification provided for in this Agreement shall be deemed mandatory. To the extent
that, under applicable law, any indemnification provided for in this Agreement is treated as discretionary, any indemnification
determination, unless ordered by a court or advanced pursuant to Section 8.1 of this Agreement, may be made by the Corporation
only as authorized in the specific case upon a determination that the indemnification of Indemnitee is proper in the circumstances.
Such determination must be made:


 


(i)             by
the stockholders of the Corporation;


 




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(ii)           by
the Board of Directors by a majority vote of a quorum consisting of directors who are not parties to the Proceeding;


 


(iii)          if
a majority vote of a quorum of directors not parties to the Proceeding so orders, by Independent Counsel in a written opinion;
or


 


(iv)          if
a quorum consisting of directors who are not parties to the Proceeding cannot be obtained, by Independent Counsel in a written
opinion.


 


Notwithstanding the
foregoing, if at any time during the two (2) year period prior to the date of any written application for indemnification submitted
by Indemnitee in connection with a particular Proceeding there shall have occurred a Change of Control, the Board of Directors
shall direct (unless Indemnitee otherwise agrees in writing) that the indemnification determination shall be made by Independent
Counsel in a written opinion.


 


Section 10.2.          If
the determination of Indemnitee’s entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel
must be selected as provided in this Section 10.2. The Independent Counsel shall be selected by Indemnitee and Indemnitee
must give written notice to the Corporation advising it of the Independent Counsel’s identity so selected, unless Indemnitee
requests in writing that the Independent Counsel be selected by the Board of Directors. If the Independent Counsel is selected
by the Board of Directors, the Corporation must given written notice to Indemnitee setting forth the identity of the Independent
Counsel. In either event, Indemnitee or the Corporation, as the case may be, may, within ten (10) days after the written notice
of selection is received, deliver to the other party a written objection to the selection. These objections may be asserted only
on the grounds that the Independent Counsel selected does not meet the requirements of an “Independent Counsel” as
defined in Article I of this Agreement, and the objection must set forth with particularity the factual basis of the assertion.
Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If within twenty (20) days after
submission by Indemnitee of a request for indemnification, no Independent Counsel has been selected, either the Corporation or
Indemnitee may petition a court with jurisdiction over the parties for resolution of the objection and/or the appointment of a
person to be Independent Counsel selected by the court.


 


Section 10.3.          The
Corporation agrees to pay the reasonable fees and Expenses of Independent Counsel in accordance with Article VIII and to
fully indemnify and hold the Independent Counsel harmless against any and all Expenses, claims, liabilities and damages arising
out of or relating to this Agreement or the Independent Counsel’s engagement.


 


Section 10.4.          The
Corporation must promptly advise Indemnitee in writing if a determination is made that Indemnitee is not entitled to indemnification
and must include a description of the reasons or basis for denial. If it is determined Indemnitee is entitled to indemnification,
the payment to Indemnitee must be made as soon as practicable but in no event more than ten (10) days after the determination.
Indemnitee must reasonably cooperate with the persons making the determination and, upon request, must provide such persons with
documents and information (which are not privileged or otherwise protected) reasonably available to Indemnitee and reasonably necessary
to the determination. All Expenses incurred by Indemnitee in cooperating with the persons making the determination shall be paid
by the Corporation (irrespective of the determination as to indemnification) and the Corporation hereby indemnifies and agrees
to hold Indemnitee harmless from those Expenses.


 


ARTICLE
XI

Presumptions


 


Section 11.1.          In
determining whether Indemnitee is entitled to indemnification under this Agreement, the person or persons making the determination
must presume that Indemnitee is entitled to indemnification under this Agreement and the Corporation has the burden of proof to
overcome that presumption. Moreover, if at any time during the two (2) year period prior to the date of any written application
for indemnification submitted by Indemnitee in connection with a particular Proceeding or other matter there shall have occurred
a Change of Control, the foregoing presumption may only be overcome by clear and convincing evidence. Neither of the following
is a defense to an action seeking a determination granting indemnity to Indemnitee or creates a presumption that Indemnitee has
not met the applicable standard of conduct: (i) the failure of the Corporation (including its directors or Independent Counsel)
to have made a determination before the beginning of an action seeking a ruling that indemnification is proper nor (ii) an actual
determination by the Corporation (including its directors or Independent Counsel) that Indemnitee has not met the applicable standard
of conduct.


 




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Section 11.2.          If
the persons or entity selected under Article X of this Agreement to determine whether Indemnitee is entitled to indemnification
has not made a determination within thirty (30) days after receipt by the Corporation of the request for it, the requisite determination
of entitlement to indemnification shall be deemed to have been made and Indemnitee is entitled to such indemnification, absent
(i) a misstatement by Indemnitee of a material fact or an omission of material fact necessary to make his or her statements not
materially misleading made in connection with the request for indemnification (which misstatement or omission is shown by the Corporation
to be of sufficient importance that it would likely alter the applicable determination) or (ii) a final judicial determination
that indemnification is expressly prohibited under applicable law. The thirty (30) day period may be extended for a reasonable
time, not to exceed fifteen (15) additional days, if the persons or entity making the determination requires the additional time
for obtaining or evaluating documents or information.


 


Section 11.3.          The
termination of any Proceeding or any claim therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere
does not (except as expressly provided elsewhere in this Agreement) of itself adversely affect the right of Indemnitee to indemnification
or create a presumption that Indemnitee did not meet any particular standard of conduct, did not act in good faith and in a manner
which Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation or, with respect to any criminal
Proceeding, that Indemnitee had reasonable cause to believe his or her conduct was unlawful.


 


Section 11.4.          In
determining good faith, Indemnitee must be deemed to have acted in good faith and in a manner which he reasonably believed to be
in or not opposed to the best interests of the Corporation if Indemnitee’s action is based on the records or books of account
of the Corporation, including financial statements, or on information, opinions, reports or statements supplied to Indemnitee by
the directors or officers of the Corporation or other enterprise in the course of their duties, or on the advice of legal counsel
for the Corporation or the enterprise or on information or records given or reports made by an independent certified public accountant
or by an appraiser or other expert.


 


Section 11.5.          The
knowledge and actions or failures to act of any other director, officer, trustee, partner, member, fiduciary, agent or employee
of the Corporation or other enterprise shall not be imputed to Indemnitee for the purposes of determining his or her right to indemnification.


 


ARTICLE
XII

Remedies of Indemnitee


 


Section 12.1.          If
a determination is made that Indemnitee is not entitled to indemnification under this Agreement, any judicial Proceeding or arbitration
begun pursuant to this Agreement must be conducted in all respects as a de novo trial or arbitration, on the merits, and Indemnitee
shall not be prejudiced by reason of the adverse determination. In such a Proceeding or arbitration, Indemnitee is presumed to
be entitled to indemnification and the Corporation has the burden of proving Indemnitee is not entitled to be indemnified. Moreover,
if at any time during the two (2) year period prior to the date of any written application for indemnification submitted by Indemnitee
in connection with a particular Proceeding or other matter there shall have occurred a Change of Control, the Corporation will
be deemed to have satisfied such burden only if it meets the standard of proof by clear and convincing evidence. The Corporation
may not refer to or introduce into evidence any determination made pursuant to Section 11.1 of this Agreement adverse to
Indemnitee for any purpose. If Indemnitee begins a judicial Proceeding or arbitration seeking indemnification, Indemnitee is not
required to reimburse the Corporation for any advances pursuant to Section 8.1 of this Agreement until a final determination
is made with respect to Indemnitee’s right to indemnification, after all rights of appeal have been exhausted or lapsed.


 




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Section 12.2.          If
it has been determined that Indemnitee is entitled to indemnification, the Corporation is bound by that determination in any judicial
Proceeding or arbitration commenced by Indemnitee seeking to compel the indemnification, absent (i) a misstatement by Indemnitee
of a material fact or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading connected
with the request for indemnification (which misstatement or omission is shown by the Corporation to be of sufficient importance
that it would likely alter the applicable determination) or (ii) a prohibition of the indemnification under applicable law. In
any Proceeding or arbitration commenced by Indemnitee seeking indemnification, the Corporation is precluded from asserting that
the procedures and presumptions of this Agreement are not valid, binding and enforceable and must stipulate that the Corporation
is bound by all the provisions of this Agreement.


 


ARTICLE
XIII

Contribution; Joint Liability


 


Section 13.1.          To
the fullest extent permissible under applicable law, if the indemnification rights provided for in this Agreement are unavailable
to Indemnitee in whole or in part for any reason whatsoever (other than by reason of the language of any express exclusion contained
in this Agreement), the Corporation, instead of indemnifying and holding harmless Indemnitee, must contribute to the payment thereof,
in the first instance, by paying the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties,
amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to
contribute to the payment, and the Corporation hereby waives and relinquishes any right of contribution it may have at any time
against Indemnitee. The Corporation shall not enter into any settlement of any Proceeding in which the Corporation is jointly liable
with Indemnitee, or would be joined in the Proceeding, unless the settlement provides for a full and final release of all claims
asserted against Indemnitee. The Corporation hereby agrees to fully indemnify and hold harmless Indemnitee from any claims for
contribution which may be brought by officers, directors or employees of the Corporation other than Indemnitee who may be jointly
liable with Indemnitee.


 


ARTICLE
XIV

Subrogation


 


Section 14.1.          If
any payment is made under this Agreement, the Corporation is subrogated to the extent of such payment to all the rights of recovery
of Indemnitee, who must within a reasonable period of time after payment execute all papers required and take all action necessary
to secure those rights, including the execution of such documents as are necessary to enable the Corporation to bring suit to enforce
those rights.


 


ARTICLE
XV

Severability


 


Section 15.1.          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, but not limited to, each
portion of any paragraph containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to
be 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, but not limited to, each such portion of any paragraph containing any such provision
held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision
held invalid, illegal or unenforceable.


 


ARTICLE
XVI

Miscellaneous


 


Section 16.1.          Non-Exclusivity
of Rights. The rights of Indemnitee under this Agreement are not exclusive of any other rights to which Indemnitee may at any
time be entitled under the law, the Articles of Incorporation, the Bylaws or any agreement. The indemnification and advancement
of Expenses for Indemnitee who has ceased to be a director, officer, employee or agent shall continue in full force and effect
and shall inure to the benefit of the heirs, executors and administrators of Indemnitee. The rights of Indemnitee under this Agreement
shall be contract rights. No amendment, alteration or repeal of this Agreement can limit or restrict any right of Indemnitee under
this Agreement with respect to any action taken before the amendment, alteration or repeal. If a change in applicable law permits
greater indemnification than that which would be afforded under this Agreement, it is the intent of the Corporation that Indemnitee
shall enjoy by this Section 16.1 the greater benefits so afforded. Except as provided in this Section 16.1 with respect
to changes in applicable law which broaden the right of Indemnitee to be indemnified by the Corporation, no supplement, modification
or amendment of this Agreement shall be binding unless executed in writing by each of the parties hereto.


 




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Section 16.2.          Acknowledgment
of Certain Matters. Both the Corporation and Indemnitee acknowledge that in certain instances, applicable law or public policy
may prohibit indemnification of Indemnitee by the Corporation under this Agreement or otherwise. Indemnitee understands and acknowledges
that the Corporation has undertaken or may be required in the future to undertake, by the Securities and Exchange Commission, to
submit the question of indemnification to a court in certain circumstances for a determination of the Corporation’s right
under public policy to indemnify Indemnitee.


 


Section 16.3.          Waivers.
The observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively
or prospectively) by the party entitled to enforce such term only by a writing signed by the party against which such waiver is
to be asserted. Unless otherwise expressly provided herein, no delay on the part of any party hereto in exercising any right, power
or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party hereto of any right, power
or privilege hereunder operate as a waiver of any other right, power or privilege hereunder nor shall any single or partial exercise
of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power
or privilege hereunder.


 


Section 16.4.          Enforcement.
The Corporation expressly confirms and agrees that it has entered into this Agreement in order to induce the Indemnitee to continue
to serve as an officer or director of the Corporation, and acknowledges that the Indemnitee is relying upon this Agreement in continuing
in such capacity.


 


Section 16.5.          Entire
Agreement. This Agreement and the documents referred to herein constitute the entire agreement between the parties hereto with
respect to the matters covered hereby, and any other prior or contemporaneous oral or written understandings or agreements with
respect to the matters covered hereby are superseded by this Agreement.


 


Section 16.6.          Certain
Rights. The right to be indemnified or to the advancement or reimbursement of Expenses (i) is intended to be retroactive and
shall be available as to events occurring prior to the date of this Agreement and (ii) shall continue after any rescission or restrictive
modification of such provisions as to events occurring prior thereto. Nothing in this Agreement, expressed or implied, is intended
to confer any rights or remedies under or by reason of this Agreement on any person other than the parties to this Agreement and
their respective heirs, personal representatives, successors and assigns.


 


Section 16.7.          Governing
Law; Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of Michigan without
regard to any principles of conflict of laws that, if applied, might permit or require the application of the laws of a different
jurisdiction. The parties hereby agree that any dispute that may arise between them arising out of or in connection with this Agreement
shall be adjudicated before a court located in Ingham County, Michigan and they hereby submit to the exclusive jurisdiction of
the courts of the State of Michigan located in Lansing, Michigan, and of the federal courts having jurisdiction in such district
with respect to any action or legal proceeding commenced by either party, and irrevocably waive any objection they now or hereafter
may have respecting the venue of any such action or proceeding brought in such a court or respecting the fact that such court is
an inconvenient forum, relating to or arising out of this Agreement.


 




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Section 16.8.          Headings.
The Article and Section headings in and referred to in this Agreement are for convenience of reference only, and shall not be deemed
to alter or affect the meaning or interpretation of any provisions hereof.


 


Section 16.9.          Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall
be deemed to be one and the same instrument.


 


Section 16.10.         Use
of Certain Terms. As used in this Agreement, the words “herein,” “hereof,” and “hereunder”
and other words of similar import refer to this Agreement as a whole and not to any particular paragraph, subparagraph, section,
subsection, or other subdivision. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding
masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.


 


[signatures appear on following page]


 




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IN WITNESS WHEREOF, this Agreement has been
duly executed and delivered to be effective as of the date first above written.


 


	 	XG SCIENCES, INC.
	 	 	 	 
	 	By:	 	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 
	 	 	 	 
	 	INDEMNITEE
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	Name:	 


 




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