Exhibit 10.16


 





INDEMNITY AGREEMENT


 


This
Indemnity Agreement (this “Agreement”) dated as of [               ], 2021, is made by and between Journey
Medical Corporation a Delaware corporation (the “Company”), and _________________ (“Indemnitee”).


 


Recitals


 


A.        The
Company desires to attract and retain the services of highly qualified individuals as directors, officers, employees and agents.


 


B.        The
Company’s bylaws (the “Bylaws”) require that the Company indemnify its directors, and empowers the Company to
indemnify its officers, employees and agents, as authorized by the Delaware General Corporation Law, as amended (the “Code”),
under which the Company is organized and such Bylaws expressly provide that the indemnification provided therein is not exclusive and
contemplates that the Company may enter into separate agreements with its directors, officers and other persons to set forth specific
indemnification provisions.


 


C.        Indemnitee
does not regard the protection currently provided by applicable law, the Company’s governing documents and available insurance as
adequate under the present circumstances, and the Company has determined that Indemnitee and other directors, officers, employees and
agents of the Company may not be willing to serve or continue to serve in such capacities without additional protection.


 


D.        The
Company desires and has requested Indemnitee to serve or continue to serve as a director, officer, employee or agent of the Company, as
the case may be, and has proffered this Agreement to Indemnitee as an additional inducement to serve in such capacity.


 


E.        Indemnitee
is willing to serve, or to continue to serve, as a director, officer, employee or agent of the Company, as the case may be, if Indemnitee
is furnished the indemnity provided for herein by the Company.


 


Agreement


 


Now
Therefore, in consideration of the mutual covenants and agreements set forth herein, the parties hereto, intending to be legally
bound, hereby agree as follows:


 


1.        Definitions.


 


(a)          Agent.
For purposes of this Agreement, the term “agent” of the Company means any person who: (i) is or was a director, officer,
employee or other fiduciary of the Company or a subsidiary of the Company; or (ii) is or was serving at the request or for the convenience
of, or representing the interests of, the Company or a subsidiary of the Company, as a director, officer, employee or other fiduciary
of a foreign or domestic corporation, partnership, joint venture, trust or other enterprise.


 






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(b)          Expenses. For purposes of this Agreement, the term “expenses” shall be broadly construed and shall include, without
limitation, all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys’, witness,
or other professional fees and related disbursements, and other out-of-pocket costs of whatever nature), actually and reasonably incurred
by Indemnitee in connection with the investigation, defense or appeal of a proceeding or establishing or enforcing a right to indemnification
under this Agreement, the Code or otherwise, and amounts paid in settlement by or on behalf of Indemnitee, but shall not include any
judgments, fines or penalties actually levied against Indemnitee for such individual’s violations of law. The term “expenses”
shall also include reasonable compensation for time spent by Indemnitee for which he is not compensated by the Company or any subsidiary
or third party (i) for any period during which Indemnitee is not an agent, in the employment of, or providing services for compensation
to, the Company or any subsidiary; and (ii) if the rate of compensation and estimated time involved is approved by the directors of the
Company who are not parties to any action with respect to which expenses are incurred, for Indemnitee while an agent of, employed by,
or providing services for compensation to, the Company or any subsidiary.


 


(c)          Proceedings.
For purposes of this Agreement, the term “proceeding” shall be broadly construed and shall include, without limitation, any
threatened, pending, or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative
hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether
of a civil, criminal, administrative or investigative nature, and whether formal or informal in any case, in which Indemnitee was, is
or will be involved as a party or otherwise by reason of: (i) the fact that Indemnitee is or was a director or officer of the Company;
(ii) the fact that any action taken by Indemnitee or of any action on Indemnitee’s part while acting as director, officer, employee
or agent of the Company; or (iii) the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, and in any such case described
above, whether or not serving in any such capacity at the time any liability or expense is incurred for which indemnification, reimbursement,
or advancement of expenses may be provided under this Agreement.


 


(d)          Subsidiary.
For purposes of this Agreement, the term “subsidiary” means any corporation or limited liability company of which more than
50% of the outstanding voting securities or equity interests are owned, directly or indirectly, by the Company and one or more of its
subsidiaries, and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other
enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary.


 


(e)          Independent
Counsel. For purposes of this Agreement, the term “independent counsel” means a law firm, or a partner (or, if applicable,
member) of such a law firm, that is experienced in matters of corporation law and neither presently 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, or (ii) any other party to
the proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “independent counsel”
shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest
in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.


 






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2.        Agreement
to Serve. Indemnitee will serve, or continue to serve, as a director, officer, employee or agent of the Company or any subsidiary,
as the case may be, faithfully and to the best of his or her ability, at the will of such corporation (or under separate agreement, if
such agreement exists), in the capacity Indemnitee currently serves as an agent of such corporation, so long as Indemnitee is duly appointed
or elected and qualified in accordance with the applicable provisions of the bylaws or other applicable charter documents of such corporation,
or until such time as Indemnitee tenders his or her resignation in writing; provided, however, that nothing contained in this Agreement
is intended as an employment agreement between Indemnitee and the Company or any of its subsidiaries or to create any right to continued
employment of Indemnitee with the Company or any of its subsidiaries in any capacity.


 


The Company acknowledges that
it has entered into this Agreement and assumes the obligations imposed on it hereby, in addition to and separate from its obligations
to Indemnitee under the Bylaws, to induce Indemnitee to serve, or continue to serve, as a director, officer, employee or agent of the
Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee or agent
of the Company.


 


3.        Indemnification.


 


(a)          Indemnification
in Third Party Proceedings. Subject to Section 10 below, the Company shall indemnify Indemnitee to the fullest extent permitted
by the Code, as the same may be amended from time to time (but, only to the extent that such amendment permits Indemnitee to broader
indemnification rights than the Code permitted prior to adoption of such amendment), if Indemnitee is a party to or threatened to be
made a party to or otherwise involved in any proceeding, for any and all expenses, actually and reasonably incurred by Indemnitee in
connection with the investigation, defense, settlement or appeal of such proceeding.


 


(b)          Indemnification
in Derivative Actions and Direct Actions by the Company. Subject to Section 10 below, the Company shall indemnify Indemnitee to the
fullest extent permitted by the Code, as the same may be amended from time to time (but, only to the extent that such amendment permits
Indemnitee to broader indemnification rights than the Code permitted prior to adoption of such amendment), if Indemnitee is a party to
or threatened to be made a party to or otherwise involved in any proceeding by or in the right of the Company to procure a judgment in
its favor, against any and all expenses actually and reasonably incurred by Indemnitee in connection with the investigation, defense,
settlement, or appeal of such proceedings.


 


(c)          Indemnification
of Related Parties. To the extent that Indemnitee is serving on the Board of Directors of the Company at the direction of any stockholder
of the Company who, pursuant to the Certificate of Incorporation or contractual arrangement, shall have the right to elect or appoint
Indemnitee to the Board (an “Appointing Stockholder”), the Appointing Stockholder will be entitled to indemnification
hereunder for reasonable expenses to the extent arising by reason of the fact that Appointing Stockholder has the ability to appoint
or elect Indemnitee to the Board of Directors of the Company, provided however, that the terms of this Agreement as they relate to procedures
for indemnification of Indemnitee and advancement of expenses shall apply to any such indemnification of Appointing Stockholder.


 






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4.        Indemnification
of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful
on the merits or otherwise in defense of any proceeding or in defense of any claim, issue or matter therein, including the dismissal
of any action without prejudice, the Company shall indemnify Indemnitee against all expenses actually and reasonably incurred in connection
with the investigation, defense or appeal of such proceeding.


 


5.        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 actually and reasonably incurred by Indemnitee in the investigation, defense, settlement or appeal of a proceeding,
but is precluded by applicable law or the specific terms of this Agreement to indemnification for the total amount thereof, the Company
shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.


 


6.        Advancement
of Expenses. To the extent not prohibited by law, the Company shall advance the expenses incurred by Indemnitee in connection with
any proceeding, and such advancement shall be made within twenty (20) days after the receipt by the Company of a statement or statements
requesting such advances (which shall include invoices received by Indemnitee in connection with such expenses but, in the case of invoices
in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive
any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking to repay
the advancement of expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment,
not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. Advances shall be unsecured, interest free and
without regard to Indemnitee’s ability to repay the expenses. Advances shall include any and all expenses actually and reasonably
incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and
this right of advancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed.
Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall,
to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent
jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right
to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6
shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b).


 


7.        Notice
and Other Indemnification Procedures.


 


(a)         Notification
of Proceeding. Indemnitee will notify the Company in writing promptly upon being served with any summons, citation, subpoena, complaint,
indictment, information or other document relating to any proceeding or matter which may be subject to indemnification or advancement
of expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which
it may have to Indemnitee under this Agreement or otherwise.


 






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(b)         Request
for Indemnification and Indemnification Payments. Indemnitee shall notify the Company promptly in writing upon receiving notice of
any demand, judgment or other requirement for payment that Indemnitee reasonably believes to be subject to indemnification under the
terms of this Agreement, and shall request payment thereof by the Company. Indemnification payments requested by Indemnitee under Section 3
hereof shall be made by the Company no later than sixty (60) days after receipt of the written request of Indemnitee. Claims for advancement
of expenses shall be made under the provisions of Section 6 herein.


 


(c)         Application
for Enforcement. In the event the Company fails to make timely payments as set forth in Sections 6 or 7(b) above, Indemnitee shall
have the right to apply to any court of competent jurisdiction for the purpose of enforcing Indemnitee’s right to indemnification
or advancement of expenses pursuant to this Agreement. In such an enforcement hearing or proceeding, the burden of proof shall be on
the Company to prove that indemnification or advancement of expenses to Indemnitee is not required under this Agreement or permitted
by applicable law. Any determination by the Company (including its Board of Directors, stockholders or independent counsel) that Indemnitee
is not entitled to indemnification hereunder, shall not be a defense by the Company to the action nor create any presumption that Indemnitee
is not entitled to indemnification or advancement of expenses hereunder.


 


(d)         Indemnification
of Certain Expenses. The Company shall indemnify Indemnitee against all expenses incurred in connection with any hearing or proceeding
under this Section 7 unless the Company prevails in such hearing or proceeding on the merits in all material respects.


 


8.        Assumption
of Defense. In the event the Company shall be requested by Indemnitee to pay the expenses of any proceeding, the Company, if appropriate,
shall be entitled to assume the defense of such proceeding, or to participate to the extent permissible in such proceeding, with counsel
reasonably acceptable to Indemnitee. Upon assumption of the defense by the Company and the retention of such counsel by the Company,
the Company shall not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect
to the same proceeding, provided that Indemnitee shall have the right to employ separate counsel in such proceeding at Indemnitee’s
sole cost and expense. Notwithstanding the foregoing, if Indemnitee’s counsel delivers a written notice to the Company stating
that such counsel has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct
of any such defense or the Company shall not, in fact, have employed counsel or otherwise actively pursued the defense of such proceeding
within a reasonable time, then in any such event the fees and expenses of Indemnitee’s counsel to defend such proceeding shall
be subject to the indemnification and advancement of expenses provisions of this Agreement.


 


9.        Insurance.
To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees,
or agents of the Company or of any subsidiary (“D&O Insurance”), Indemnitee shall be covered by such policy or policies
in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee or agent
under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has D&O
Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the
procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable 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 policies.


 






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10.      Exceptions.


 


(a)         Certain
Matters. Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement
to indemnify Indemnitee on account of any proceeding with respect to (i) remuneration paid to Indemnitee if it is determined by
final judgment or other final adjudication that such remuneration was in violation of law (and, in this respect, both the Company and
Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under
the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted
to appropriate courts for adjudication, as indicated in Section 10(d) below); (ii) a final judgment rendered against Indemnitee
for an accounting, disgorgement or repayment of profits made from the purchase or sale by Indemnitee of securities of the Company against
Indemnitee or in connection with a settlement by or on behalf of Indemnitee to the extent it is acknowledged by Indemnitee and the Company
that such amount paid in settlement resulted from Indemnitee's conduct from which Indemnitee received monetary personal profit, pursuant
to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or other provisions of any federal, state
or local statute or rules and regulations thereunder; (iii) a final judgment or other final adjudication that Indemnitee’s
conduct was in bad faith, knowingly fraudulent or deliberately dishonest or constituted willful misconduct (but only to the extent of
such specific determination); or (iv) on account of conduct that is established by a final judgment as constituting a breach of Indemnitee’s
duty of loyalty to the Company or resulting in any personal profit or advantage to which Indemnitee is not legally entitled. For purposes
of the foregoing sentence, a final judgment or other adjudication may be reached in either the underlying proceeding or action in connection
with which indemnification is sought or a separate proceeding or action to establish rights and liabilities under this Agreement.


 


(b)         Claims
Initiated by Indemnitee. Any provision herein to the contrary notwithstanding, the Company shall not be obligated to indemnify or
advance expenses to Indemnitee with respect to proceedings or claims initiated or brought by Indemnitee against the Company or its directors,
officers, employees or other agents and not by way of defense, except (i) with respect to proceedings brought to establish or enforce
a right to indemnification under this Agreement or under any other agreement, provision in the Bylaws or Certificate of Incorporation
or applicable law, or (ii) with respect to any other proceeding initiated by Indemnitee that is either approved by the Board of Directors
or Indemnitee’s participation is required by applicable law. However, indemnification or advancement of expenses may be provided
by the Company in specific cases if the Board of Directors determines it to be appropriate.


 






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(c)         Unauthorized
Settlements. Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this
Agreement to indemnify Indemnitee under this Agreement for any amounts paid in settlement of a proceeding effected without the Company’s
written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent to any proposed settlement; provided, however,
that the Company may in any event decline to consent to (or to otherwise admit or agree to any liability for indemnification hereunder
in respect of) any proposed settlement if the Company is also a party in such proceeding and determines in good faith that such settlement
is not in the best interests of the Company and its stockholders.


 


(d)         Securities
Act Liabilities. Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of
this Agreement to indemnify Indemnitee or otherwise act in violation of any undertaking appearing in and required by the rules and regulations
promulgated under the Securities Act of 1933, as amended (the “Act”), or in any registration statement filed with the SEC
under the Act. Indemnitee acknowledges that paragraph (h) of Item 512 of Regulation S-K currently generally requires the Company
to undertake in connection with any registration statement filed under the Act to submit the issue of the enforceability of Indemnitee’s
rights under this Agreement in connection with any liability under the Act on public policy grounds to a court of appropriate jurisdiction
and to be governed by any final adjudication of such issue. Indemnitee specifically agrees that any such undertaking shall supersede
the provisions of this Agreement and to be bound by any such undertaking.


 


11.      Nonexclusivity
and Survival of Rights. 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 at any time be entitled under any provision of applicable law, the Company’s
Certificate of Incorporation, Bylaws or other agreements, both as to action in Indemnitee’s official capacity and Indemnitee’s
action as an agent of the Company, in any court in which a proceeding is brought, and Indemnitee’s rights hereunder shall continue
after Indemnitee has ceased acting as an agent of the Company and shall inure to the benefit of the heirs, executors, administrators
and assigns of Indemnitee. The obligations and duties of the Company to Indemnitee under this Agreement shall be binding on the Company
and its successors and assigns until terminated in accordance with its terms. The Company shall require any successor (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, 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.


 


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. To the
extent that a change in the Code, whether by statute or judicial decision, permits greater indemnification or advancement of expenses
than would be afforded currently under the Company’s Certificate of Incorporation, Bylaws and this Agreement, it is the intent
of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy
herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder, or otherwise, by Indemnitee shall not prevent the concurrent assertion or employment
of any other right or remedy by Indemnitee.


 






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12.      Term.
This Agreement shall continue until and terminate upon the later of: (a) five (5) years after the date that Indemnitee shall have ceased
to serve as a director or and/or officer, employee or agent of the Company; or (b) one (1) year after the final termination of any proceeding,
including any appeal then pending, in respect to which Indemnitee was granted rights of indemnification or advancement of expenses hereunder.


 


No legal action shall be brought
and no cause of action shall be asserted by or in the right of the Company against an Indemnitee or an Indemnitee's estate, spouse, heirs,
executors or personal or legal representatives after the expiration of five (5) years from the date of accrual of such cause of action,
and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal
action within such five-year period; provided, however, that if any shorter period of limitations is otherwise applicable to such cause
of action, such shorter period shall govern.


 


13.      Subrogation.
In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery
of Indemnitee, who, at the request and expense of the Company, shall execute all papers required and shall do everything that may be
reasonably necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to
bring suit to enforce such rights.


 


14.      Interpretation
of Agreement. It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide indemnification
to Indemnitee to the fullest extent now or hereafter permitted by law.


 


15.      Severability.
If any provision 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 paragraph 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 and to give effect to Section 14 hereof.


 


16.      Amendment
and Waiver. No supplement, modification, amendment, or cancellation of this Agreement shall be binding unless executed in writing
by 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) nor shall such waiver constitute a continuing waiver.


 






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17.      Notice.
Except as otherwise provided herein, any notice or demand which, by the provisions hereof, is required or which may be given to or served
upon the parties hereto shall be in writing and, if by telegram, telecopy or telex, shall be deemed to have been validly served, given
or delivered when sent, if by overnight delivery, courier or personal delivery, shall be deemed to have been validly served, given or
delivered upon actual delivery and, if mailed, shall be deemed to have been validly served, given or delivered three (3) business days
after deposit in the United States mail, as registered or certified mail, with proper postage prepaid and addressed to the party or parties
to be notified at the addresses set forth on the signature page of this Agreement (or such other address(es) as a party may designate
for itself by like notice). If to the Company, notices and demands shall be delivered to the attention of the Secretary of the Company.


 


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


 


19.      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 but one and the same Agreement. Only one such counterpart need be produced to evidence the existence
of this Agreement.


 


20.      Headings.
The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement
or to affect the construction hereof.


 


21.      Entire
Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes
all prior agreements, understandings and negotiations, written and oral, between the parties with respect to the subject matter of this
Agreement; provided, however, that this Agreement is a supplement to and in furtherance of the Company’s Certificate of Incorporation,
Bylaws, the Code and any other applicable law, and shall not be deemed a substitute therefor, and does not diminish or abrogate any rights of Indemnitee thereunder.


 






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Exhibit 10.16


 


In
Witness Whereof, the parties hereto have entered into this Agreement effective as of the date first above written.


 


	 	COMPANY




 


		By:	



		Name:	
		Title:	



 


	 	INDEMNITEE




 


	 	 
	 	Signature of Indemnitee




 


	 	 
	 	Print or Type Name of Indemnitee