Exhibit
10.9


 


THIS
DEED OF INDEMNITY is made this day             of


 


BETWEEN


 


		(1)	FORAFRIC
                                            GLOBAL PLC, a company incorporated in Gibraltar with registered number and            with a registered
                                            office situated at Madison Building, Midtown, Queensway, Gibraltar GX11 1AA, Gibraltar (the
                                            “Indemnifier”); and
	 	 	 
		(2)	                           of
                                                                    , Gibraltar (the “Director”).



 


WHEREAS:


 


		(1)	The
                                            Director is appointed to the board of directors of the Indemnifier.



 


		(2)	To
                                            the maximum extent legally permissible, the Indemnifier has agreed to indemnify and hold
                                            harmless the Director from and against any expenses, losses, damage or any other liability
                                            which the Director may incur in connection with his directorship of the Indemnifier.



 


NOW
IT IS HEREBY AGREED as follows:


 


	1.	To
                                            the maximum extent legally permissible, the Indemnifier shall indemnify and hold harmless
                                            the Director against all liabilities, costs, expenses, damages and losses (including any
                                            direct, indirect or consequential losses, loss of profit, loss of reputation and all interest,
                                            penalties and legal and other reasonable professional costs and expenses) suffered or incurred
                                            by the Director arising out of or in connection with any actions, suits, proceedings, claims,
                                            demands, costs, charges and expenses whatsoever which may be made taken or instituted against
                                            the Director in connection with his office of directorship of the Indemnifier. For the avoidance
                                            of doubt, the Indemnifier shall indemnify and hold harmless the Director against any such
                                            liability incurred by him in defending any proceedings, whether civil or criminal, in which
                                            judgment is given in his favour or in which he is acquitted or in connection with any application
                                            under section 477 of the Companies Act of Gibraltar in which relief is granted to him by
                                            the court.



 


	2.	To
                                            the maximum extent legally permissible, the Indemnifier shall indemnify and hold harmless
                                            the Director and keep the Director indemnified against all demands, claims, liabilities,
                                            losses, costs and expenses, including all legal and other costs, charges and expenses the
                                            Director may incur in connection with enforcing, or attempting to enforce, his rights to
                                            indemnification under this Deed. In addition, and to the maximum extent legally permissible,
                                            the Indemnifier shall pay and reimburse such sums to the Director upon such Director’s
                                            request, together with interest at the rate of 10% a year above the cost to the Director
                                            on any such sums incurred by the Director before and after judgment, from the date when such
                                            sums were first paid or incurred by the Director until the date of payment in full of such
                                            sums by the Indemnifier, save that the Director shall be required to evidence all his legal
                                            and other costs, charges and expenses in connection with enforcing, or attempting to enforce,
                                            his rights to indemnification under this Deed.



 




    	 



     


    

 


	3.	Notwithstanding
                                            clauses 1 and 2 above, the indemnity provided by the Indemnifier pursuant to this Deed does
                                            not extend to:



 


		(a)	any
                                            liabilities resulting from fraud, gross negligence or wilful misconduct of the Director;
                                            or



 


		(b)	any
                                            liabilities in respect of which the Indemnifier is not permitted to indemnify the Director
                                            pursuant to any law or regulation to which the Indemnifier is subject.



 


	4.	If
                                            any third party makes a claim, or notifies an intention to make a claim, against the Director
                                            which may reasonably be considered likely to give rise to a liability under this Deed (a
                                            “Claim”), the Director shall:



 


		(a)	as
                                            soon as reasonably practicable, give written notice of the Claim to the Indemnifier, specifying
                                            the nature of the Claim in reasonable detail (to the extent known by the Director);



 


		(b)	not
                                            make any admission of liability, agreement or compromise in relation to the Claim without
                                            the prior written consent of the Indemnifier (such consent not to be unreasonably conditioned,
                                            withheld or delayed); and



 


		(c)	subject
                                            to the Indemnifier providing security to the Director’s reasonable satisfaction against
                                            any claim, liability, costs, expenses, damages or losses which may be incurred, take such
                                            action as the Indemnifier may reasonably request to avoid, dispute, compromise or defend
                                            the Claim.



 


	5.	The
                                            indemnity provided under this Deed shall be in addition to and shall not be in any way prejudiced
                                            or affected by any one or more other indemnities, guarantees, securities or other obligations
                                            which the Director may now or subsequently hold whether from the Indemnifier or from any
                                            other person. The Director may at any time and without reference to the Indemnifier give
                                            time for payment or grant any other indulgence and give up, deal with, vary, exchange or
                                            abstain from perfecting or enforcing any other indemnities, guarantees, securities or other
                                            obligations held by the Director at any time and discharge any party to them or any of them,
                                            and release or realise them or any of them, and compound with, accept compositions from and
                                            make any other arrangements with any person or persons, as the Director thinks fit, without
                                            affecting the Indemnifier’s liability under this Deed.



 




    	 



     


    

 


	6.	No
                                            delay or omission on the part of the Director in exercising any right, power, privilege or
                                            remedy in respect of this Deed shall impair such right, power, privilege or remedy, or be
                                            construed as a waiver of it, nor shall any single or partial exercise of any such right,
                                            power, privilege or remedy preclude any further exercise of it or the exercise of any other
                                            right, power, privilege or remedy. The rights, powers, privileges and remedies provided in
                                            this Deed are cumulative and not exclusive of any rights powers, privileges or remedies provided
                                            by law.



 


	7.	If
                                            any provision of this Deed (or part of a provision) is found by any court or administrative
                                            body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions
                                            shall remain in force. If any invalid, unenforceable or illegal provision would be valid,
                                            enforceable or legal if some part of it were deleted or modified, the provision shall apply
                                            with whatever modification is necessary to give effect to the commercial intention of the
                                            parties.



 


	8.	No
                                            variation of this Deed shall be effective unless it is in writing and signed and delivered
                                            as a deed by the parties (or their authorised representatives).



 


	9.	No
                                            party may assign any of its rights under this agreement.



 


	10.	This
                                            agreement shall enure for the benefit of and shall be binding upon the lawful successors,
                                            heirs, executors, and beneficiaries of the parties.



 


	11.	This
                                            Deed may be executed in any number of counterparts, each of which, when executed and delivered,
                                            shall constitute a duplicate original, but all the counterparts shall together constitute
                                            the one Deed.



 


	12.	This
                                            Deed and any dispute or claim arising out of or in connection with it or its subject matter
                                            or formation (including non-contractual disputes or claims) shall be governed by and construed
                                            in accordance with the laws of Gibraltar.



 


	13.	Each
                                            party irrevocably agrees that the courts of Gibraltar shall have exclusive jurisdiction to
                                            settle any dispute or claim arising out of or in connection with this Deed or its subject
                                            matter or formation (including non-contractual disputes or claims).



 


IN
WITNESS whereof the parties hereto have executed these presents as a deed the day and year first above written.


 


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SIGNATURE
PAGE


 


	Executed
    as a deed by	 	 	 
	 	 	 	 
	[                           ] 	 	)	 
	 	 	)	 
	 	 	)	 
	 	 	)	 
	in
    the presence of	 	)	 
	 	 	)	 
	 	 	)	 
	 	 	)	 
	 	 	 	 
	Executed
    as a deed by	 	 	 
	For
    and on behalf of 	 	 	 
	FORAFRIC
    GLOBAL PLC	 	 	 
	 	 	)	 
	 	 	)	 
	 	 	)	 
	 	 	)
    	 
	 	 	) 	Director
	 	 	)	 
	in
    the presence of	 	)	 
	 	 	)	 
	 	 	)	 
	 	 	)