Exhibit 10.6


 


DIRECTOR
AND OFFICER INDEMNIFICATION AGREEMENT


 


This Director and Officer Indemnification
Agreement, dated as of ___________, 2020 (this “Agreement”), is made by and between FTS International, Inc.,
a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).


 


RECITALS:


 


A.           Section 141
of the Delaware General Corporation Law provides that the business and affairs of a corporation shall be managed by or under the
direction of its board of directors.


 


B.            Pursuant
to Sections 141 and 142 of the Delaware General Corporation Law, significant authority with respect to the management of the
Company has been delegated to the officers of the Company.


 


C.            By
virtue of the managerial prerogatives vested in the directors and officers of a Delaware corporation, directors and officers act
as fiduciaries of the corporation and its stockholders.


 


D.            The
Company’s certificate of incorporation expressly provides that the indemnification provisions set forth therein are not exclusive,
and thereby contemplate that contracts may be entered into between the Company and members of the Company’s Board of Directors
(the “Board”), officers and other persons with respect to indemnification. Thus, it is critically important
to the Company and its stockholders that the Company be able to attract and retain the most capable persons reasonably available
to serve as directors and officers of the Company.


 


E.            In
recognition of the need for corporations to be able to induce capable and responsible persons to accept positions in corporate
management, Delaware law authorizes (and in some instances requires) corporations to indemnify their directors and officers, and
further authorizes corporations to purchase and maintain insurance for the benefit of their directors and officers.


 


F.            The
Delaware courts have recognized that indemnification by a corporation serves the dual policies of (1) allowing corporate officials
to resist unjustified lawsuits, secure in the knowledge that, if vindicated, the corporation will bear the expense of litigation
and (2) encouraging capable individuals to serve as corporate directors and officers, secure in the knowledge that the corporation
will absorb the costs of defending their honesty and integrity.


 


G.            Delaware
law also authorizes a corporation to pay in advance of the final disposition of an action, suit or proceeding the expenses incurred
by a director or officer in the defense thereof, and any such right to the advancement of expenses may be made separate and distinct
from any right to indemnification and need not be subject to the satisfaction of any standard of conduct or otherwise affected
by the merits of any claims against the director or officer.


 


H.            The
number of lawsuits challenging the judgment and actions of directors and officers of Delaware corporations, the costs of defending
those lawsuits, and the threat to directors’ and officers’ personal assets have all materially increased over the past
several years, chilling the willingness of capable individuals to undertake the responsibilities imposed on corporate directors
and officers.


 






     


     


    

 


I.             Recent
federal legislation and rules adopted by the Securities and Exchange Commission and the national securities exchanges have
imposed additional disclosure and corporate governance obligations on directors and officers of public companies and have exposed
such directors and officers to new and substantially broadened civil liabilities.


 


J.            These
legislative and regulatory initiatives have also exposed directors and officers of public companies to a significantly greater
risk of criminal proceedings, with attendant defense costs and potential criminal fines and penalties.


 


K.            The
authority of a corporation to indemnify and advance the costs of defense to its directors and officers applies to criminal proceedings
as well as to civil, administrative and investigative proceedings.


 


L.            Indemnitee
is a director and/or officer of the Company and his or her willingness to serve in such capacity is predicated, in substantial
part, upon the Company’s willingness to indemnify him or her in accordance with the principles reflected above, to the fullest
extent permitted by the laws of the state of Delaware, and upon the other undertakings set forth in this Agreement.


 


M.          Therefore,
in recognition of the need to provide Indemnitee with substantial protection against personal liability, in order to procure Indemnitee’s
continued service as a director or officer of the Company and to enhance Indemnitee’s ability to serve the Company in an
effective manner, and in order to provide such protection pursuant to express contract rights (intended to be enforceable irrespective
of, among other things, any amendment to the Company's certificate of incorporation or bylaws (collectively, the “Constituent
Documents”), any change in the composition of the Board or any change-in-control or business combination transaction relating
to the Company), the Company wishes to provide in this Agreement for the indemnification of and the advancement of Expenses (as
defined in Section ‎1(g)) to Indemnitee as set forth in this Agreement and for the continued coverage of Indemnitee under
the Company’s directors’ and officers’ liability insurance policies.


 


N.           In
light of the considerations referred to in the preceding recitals, it is the Company’s intention and desire that the provisions
of this Agreement be construed liberally, subject to their express terms, to maximize the protections to be provided to Indemnitee
hereunder.


 


AGREEMENT:


 


NOW, THEREFORE, in consideration of the
mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereby agree as follows:


 


1.            Certain
Definitions. In addition to terms defined elsewhere herein, the following terms have the
following meanings when used in this Agreement with initial capital letters:


 






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(a)            “Change
of Control” means any one of the following circumstances occurring after the date hereof: (i) there shall have occurred
an event required to be reported with respect to the Company in response to Item 6(e) of Schedule 14A of Regulation 14A (or
in response to any similar item or any similar schedule or form) under the Exchange Act, regardless of whether the Company is then
subject to such reporting requirement; (ii) any “person” or “group” (as such terms are used in Sections
13(d) and 14(d) of the Exchange Act) shall have become, without prior approval of the Board by approval of at least a
majority of the Incumbent Directors, the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company’s
then outstanding voting securities (provided that, for purposes of this clause (ii), the term “person” shall exclude
(x) the Company, (y) any trustee or other fiduciary holding securities under an employee benefit plan of the Company,
and (z) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions
as their ownership of stock of the Company); (iii) there occurs a merger, amalgamation or consolidation of the Company with
any other entity, other than a merger, amalgamation or consolidation which would result in the voting securities of the Company
outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more than 51% of the combined voting power of the voting securities of
the surviving entity outstanding immediately after such merger, amalgamation or consolidation and with the power to elect at least
a majority of the board of directors or other governing body of such surviving entity; (iv) all or substantially all the assets
of the Company are sold or disposed of in a transaction or series of related transactions; (v) the approval by the stockholders
of the Company of a complete liquidation of the Company; or (vi) the Incumbent Directors cease for any reason to constitute
at least a majority of the members of the Board, provided that the transactions contemplated by the Company’s Joint Prepackaged
Plan Pursuant to Chapter 11 of the Bankruptcy Code, dated as of November 4, 2020, and effectuated on or around the effective
date thereof, will not constitute a Change of Control.


 


(b)            “Claim”
means (i) any threatened, asserted, pending or completed claim, demand, action, suit or proceeding, whether civil, criminal,
administrative, arbitrative, investigative or other, and whether made pursuant to federal, state or other law; and (ii) any
threatened, pending or completed inquiry or investigation, whether made, instituted or conducted by or at the behest of the Company
or any other person, including any federal, state or other court or governmental entity or agency and any committee or other representative
of any corporate constituency, that Indemnitee determines might lead to the institution of any such claim, demand, action, suit
or proceeding.


 


(c)            “Controlled
Affiliate” means any corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise,
whether or not for profit, that is directly or indirectly controlled by the Company. For purposes of this definition, “control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an
entity or enterprise, whether through the ownership of voting securities, through other voting rights, by contract or otherwise;
provided that direct or indirect beneficial ownership of capital stock or other interests in an entity or enterprise entitling
the holder to cast 20% or more of the total number of votes generally entitled to be cast in the election of directors (or persons
performing comparable functions) of such entity or enterprise shall be deemed to constitute control for purposes of this definition.


 






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


 


(e)            “ERISA
Losses” means any taxes, penalties or other liabilities under the Employee Retirement Income Security Act of 1974, as
amended, or Section 4975 of the Internal Revenue Code of 1986, as amended.


 


(f)            “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


(g)            “Expenses”
means attorneys’ and experts’ fees and expenses and all other costs and expenses paid or payable in connection with
investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be
a witness in or participate in (including on appeal), any Claim, other than the fees, expenses and costs in respect of which the
Company is expressly stated in Section ‎15 to have no obligation. The parties agree that for the purposes of any advancement
of Expenses for which Indemnitee has made written demand to the Company in accordance with this Agreement, all Expenses included
in such demand that are certified by affidavit of Indemnitee’s counsel as being reasonable shall be presumed conclusively
to be reasonable. Expenses also shall include (i) Expenses incurred in connection with any appeal resulting from any Claim,
including without limitation the premium, security for, and other costs relating to any cost bond, supersedes bond, or other appeal
bond or its equivalent, and (ii) for purposes of Section ‎4 only, Expenses incurred by Indemnitee in connection with
the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise.


 


(h)            “Incumbent
Directors” means the individuals who, as of the date hereof, are members of the Board and any individual becoming a member
of the Board subsequent to the date hereof whose election, nomination for election by the Company’s stockholders, or appointment,
was approved by a vote of at least two-thirds of the then Incumbent Directors (either by a specific vote or by approval of the
proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination);
provided, however, that an individual shall not be an Incumbent Director if such individual’s election or appointment
to the Board occurs as a result of an actual or threatened election contest (as described in Rule 14a-12(c) of the Exchange
Act 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.


 






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(i)            “Indemnifiable
Claim” means any Claim based upon, arising out of or resulting from (i) any actual, alleged or suspected act or
failure to act by Indemnitee in his or her capacity as a director, officer, employee or agent of the Company or as a director,
officer, employee, member, manager, trustee or agent of any other corporation, limited liability company, partnership, joint venture,
trust or other entity or enterprise, whether or not for profit (including any employee benefit plan or related trust), as to which
Indemnitee is or was serving at the request of the Company as a director, officer, employee, member, manager, trustee or agent,
(ii) any actual, alleged or suspected act or failure to act by Indemnitee in respect of any business, transaction, communication,
filing, disclosure or other activity of the Company or any other entity or enterprise referred to in clause (i) of this
sentence, or (iii) Indemnitee’s status as a current or former director, officer, employee or agent of the Company or
as a current or former director, officer, employee, member, manager, trustee or agent of the Company or any other entity or enterprise
referred to in clause (i) of this sentence or any actual, alleged or suspected act or failure to act by Indemnitee in
connection with any obligation or restriction imposed upon Indemnitee by reason of such status; provided, however,
that except for compulsory counterclaims, an Indemnifiable Claim shall not include any Claim initiated by Indemnitee against the
Company or any director or officer of the Company unless (1) the Company has joined in or consented to the initiation of such
Claim, (2) the Incumbent Directors authorize the Company to join in such Claim, or (3) such Claim is initiated solely
to enforce Indemnitee’s rights under this Agreement. In addition to any service at the actual request of the Company, for
purposes of this Agreement, Indemnitee shall be deemed to be serving or to have served at the request of the Company as a
director, officer, employee, member, manager, trustee or agent of another entity or enterprise if Indemnitee is or was serving
as a director, officer, employee, member, manager, trustee or agent of such entity or enterprise and (x) such entity or enterprise
is or at the time of such service was a Controlled Affiliate, (y) such entity or enterprise is or at the time of such service
was an employee benefit plan (or related trust) sponsored or maintained by the Company or a Controlled Affiliate, or (z) the
Company or a Controlled Affiliate directly or indirectly caused or authorized Indemnitee to be nominated, elected, appointed, designated,
employed, engaged or selected to serve in such capacity.


 


(j)            “Indemnifiable
Losses” means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.


 


(k)            “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 past five years has been, retained to represent: (i) the Company (or any Subsidiary) or Indemnitee in any matter
material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees
under similar indemnification agreements) or (ii) any other named (or, as to a threatened matter, reasonably likely to be
named) party to the Indemnifiable Claim 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.


 


(l)            “Losses”
means any and all Expenses, damages, losses, liabilities, judgments, fines, penalties (whether civil, criminal or other), ERISA
Losses and amounts paid in settlement, including all interest, assessments and other charges paid or payable in connection with
or in respect of any of the foregoing.


 


(m)          “Subsidiary”
means an entity in which the Company directly or indirectly beneficially owns (i) 50% or more of the outstanding Voting Stock
or (ii) securities or other ownership interests having ordinary voting power to elect a majority of the board of directors
(or similar governing bodies).


 






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(n)            “Voting
Stock” means securities entitled to vote generally in the election of directors (or similar governing bodies).


 


2.            Indemnification
Obligation. Subject to Section ‎8, the Company shall indemnify and hold harmless
Indemnitee, to the fullest extent permitted or required by the laws of the State of Delaware in effect on the date hereof or as
such laws may from time to time hereafter be amended to increase the scope of such permitted or required indemnification, against
any and all Indemnifiable Claims and Indemnifiable Losses; provided, however, that no repeal or amendment of any
law of the State of Delaware shall in any way diminish or adversely affect the rights of Indemnitee pursuant to this Agreement
in respect of any occurrence or matter arising prior to any such repeal or amendment. This Agreement does not create or otherwise
establish any right on the part of Indemnitee to be and continue to be nominated, elected or appointed a director, officer or employee
of the Company and does not create an employment contract between the Company and Indemnitee.


 


3.            Advancement
of Expenses. Indemnitee shall have the right to advancement by the Company prior to the
final disposition of any Indemnifiable Claim of any and all Expenses relating to, arising out of or resulting from any Indemnifiable
Claim paid or incurred by Indemnitee or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee.
Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct and is not conditioned
upon any prior determination that Indemnitee is entitled to indemnification under this Agreement with respect to the Indemnifiable
Claim or the absence of any prior determination to the contrary. Without limiting the generality or effect of the foregoing, within
five business days after any request by Indemnitee, the Company shall, in accordance with such request (but without duplication),
(a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses,
or (c) reimburse Indemnitee for such Expenses; provided that Indemnitee shall repay, without interest any amounts actually
advanced to Indemnitee that, at the final disposition of the Indemnifiable Claim to which the advance related, were in excess of
amounts paid or payable by Indemnitee in respect of Expenses relating to, arising out of or resulting from such Indemnifiable Claim.
In connection with any such payment, advancement or reimbursement, if delivery of an undertaking is a legally required condition
precedent to such payment, advance or reimbursement or is otherwise requested by the Company, Indemnitee shall execute and
deliver to the Company an undertaking in the form attached hereto as Exhibit A (subject to Indemnitee filling in the
blanks therein and selecting from among the bracketed alternatives therein), which need not be secured and shall be accepted by
the Company without reference to Indemnitee’s ability to repay the Expenses. In no event shall Indemnitee’s right to
the payment, advancement or reimbursement of Expenses pursuant to this Section ‎3 be conditioned upon any undertaking
that is less favorable to Indemnitee than, or that is in addition to, the undertaking set forth in Exhibit A.


 


4.            Indemnification
for Additional Expenses. Without limiting the generality or effect of the foregoing, the
Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or
advance to Indemnitee, within five business days of such request, any and all Expenses paid or incurred by Indemnitee or which
Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee in connection with any Claim made, instituted
or conducted by Indemnitee, in each case to the fullest extent permitted or required by the laws of the State of Delaware in effect
on the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted or required
indemnification, reimbursement or advancement of such Expenses, for (a) indemnification or payment, advancement or reimbursement
of Expenses by the Company under any provision of this Agreement, or under any other agreement or provision of the Constituent
Documents now or hereafter in effect relating to Indemnifiable Claims, and/or (b) recovery under any directors’ and
officers’ liability insurance policies maintained by the Company; provided, however, that Indemnitee shall
return, without interest, any such advance of Expenses (or portion thereof) that remains unspent at the final disposition of the
Claim to which the advance related.


 



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5.            Contribution.
To the fullest extent permissible under applicable law in effect on the date hereof or as such law may from time to time hereafter
be amended to increase the scope of permitted or required indemnification, 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
payment of any and all Indemnifiable Claims or Indemnifiable Losses, in such proportion as is fair and reasonable in light of all
of the circumstances in order to reflect (a) the relative benefits received by the Company and Indemnitee as a result of the
event(s) and/or transaction(s) giving cause to such Indemnifiable Claim or Indemnifiable Loss and/or (b) the relative
fault of the Company (and its other directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or
transaction(s); provided that such contribution shall not be required where it is determined, pursuant to a final disposition
of such Indemnifiable Claim or Indemnifiable Loss in accordance with Section ‎8, that Indemnitee is not entitled to indemnification
by the Company with respect to such Indemnifiable Claim or Indemnifiable Loss. The Company will to the fullest extent permissible
under applicable law indemnify and hold harmless Indemnitee from any claim of contribution that may be brought by directors, officers,
employees or other agents or representatives of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.


 


6.            Partial
Indemnity. If Indemnitee is entitled under any provision of this Agreement to indemnification
by the Company for some or a portion of any Indemnifiable Loss, but not for all of the total amount thereof, the Company shall
nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.


 


7.            Procedure
for Notification. To obtain indemnification under this Agreement in respect of an Indemnifiable
Claim or Indemnifiable Loss, Indemnitee shall submit to the Company a written request therefor, including a brief description
(based upon information then available to Indemnitee) of such Indemnifiable Claim or Indemnifiable Loss. If, at the time of the
receipt of such request, the Company has directors’ and officers’ liability insurance in effect under which coverage
for such Indemnifiable Claim or Indemnifiable Loss is potentially available, the Company shall give prompt written notice of such
Indemnifiable Claim or Indemnifiable Loss to the applicable insurers in accordance with the procedures set forth in the applicable
policies. The Company shall provide to Indemnitee a copy of such notice delivered to the applicable insurers and copies of all
subsequent correspondence between the Company and such insurers regarding the Indemnifiable Claim or Indemnifiable Loss, in each
case substantially concurrent with the delivery or receipt thereof by the Company. If requested by Indemnitee, the Company shall
use its reasonable best efforts, at the Company’s expense, to enforce on behalf of and for the benefit of Indemnitee all
rights (including rights to receive payment) that may exist under the applicable policies of insurance in relation to such Indemnifiable
Claim or Indemnifiable Loss. The failure by Indemnitee to timely notify the Company of any Indemnifiable Claim or Indemnifiable
Loss shall not relieve the Company from any liability hereunder.


 






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8.            Determination
of Right to Indemnification.


 


(a)            To
the extent that Indemnitee shall have been successful on the merits or otherwise in defense of any Indemnifiable Claim or any portion
thereof or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified
against Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim in accordance with Section ‎2
and no Standard of Conduct Determination (as defined in Section ‎8(b)) shall be required with respect to such Indemnifiable
Claim.


 


(b)            To
the extent that the provisions of Section ‎8(a) are inapplicable to an Indemnifiable Claim that shall have been finally
disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is
a legally required condition precedent to indemnification of Indemnitee hereunder against Indemnifiable Losses relating to, arising
out of or resulting from such Indemnifiable Claim (a “Standard of Conduct Determination”) shall be made as follows:
(i) if a Change of Control shall not have occurred, (a) by a majority vote of the Disinterested Directors, even if less
than a quorum of the Board, (b) if such Disinterested Directors so direct, by a majority vote of a committee of Disinterested
Directors designated by a majority vote of all Disinterested Directors, or (c) if there are no such Disinterested Directors
or if Indemnitee so requests, by Independent Counsel, selected by the Indemnitee and approved by the Board (such approval not to
be unreasonably withheld, delayed or conditioned), in a written opinion addressed to the Board, a copy of which shall be delivered
to Indemnitee; or (ii) if a Change of Control shall have occurred, by Independent Counsel, selected by Indemnitee and approved
by the Board (such approval not to be unreasonably withheld, delayed or conditioned) in a written opinion addressed to the Board;
provided, however, that if at the time of any Standard of Conduct Determination Indemnitee is neither a director
nor an officer of the Company, such Standard of Conduct Determination may be made by or in the manner specified by the Board, any
duly authorized committee of the Board or any duly authorized officer of the Company (unless Indemnitee requests that such Standard
of Conduct Determination be made by Independent Counsel, in which case such Standard of Conduct Determination shall be made by
Independent Counsel). Indemnitee will cooperate with the person or persons making such Standard of Conduct Determination, including
providing to such person or persons, upon reasonable advance request, any documentation or information which is not privileged
or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination.
The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for,
or advance to Indemnitee, within five business days of such request, any and all costs and expenses (including attorneys’
and experts’ fees and expenses) incurred by Indemnitee in so cooperating with the person or persons making such Standard
of Conduct Determination.


 






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(c)            The
Company shall use its reasonable efforts to cause any Standard of Conduct Determination required under Section ‎8(b) to
be made as promptly as practicable. If (i) the person or persons empowered or selected under Section ‎8 to make the
Standard of Conduct Determination shall not have made a determination within 30 days after the later of (A) receipt by
the Company of written notice from Indemnitee advising the Company of the final disposition of the applicable Indemnifiable Claim
(the date of such receipt being the “Notification Date”) and (B) the selection of an Independent Counsel,
if such determination is to be made by Independent Counsel, and (ii) Indemnitee shall have fulfilled his or her obligations
set forth in the second sentence of Section ‎8(b), then Indemnitee shall be deemed to have satisfied the applicable standard
of conduct; provided that such 30-day period may be extended for a reasonable time, not to exceed an additional 30 days,
if the person or persons making such determination in good faith requires such additional time for obtaining or evaluating any
documentation or information relating thereto.


 


(d)            If
(i) Indemnitee shall be entitled to indemnification hereunder against any Indemnifiable Losses pursuant to Section ‎8(a),
(ii) no determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law is a legally
required condition precedent to indemnification of Indemnitee hereunder against any Indemnifiable Losses, or (iii) Indemnitee
has been determined or deemed pursuant to Section ‎8(b) or ‎8(c) to have satisfied any applicable standard
of conduct under Delaware law that is a legally required condition precedent to indemnification of Indemnitee hereunder against
any Indemnifiable Losses, then the Company shall pay to Indemnitee, within five business days after the later of (x) the Notification
Date in respect of the Indemnifiable Claim or portion thereof to which such Indemnifiable Losses are related, out of which such
Indemnifiable Losses arose or from which such Indemnifiable Losses resulted and (y) the earliest date on which the applicable
criterion specified in clause (i), (ii) or (iii) above shall have been satisfied, an amount equal to the amount of such
Indemnifiable Losses.


 


9.            Presumption
of Entitlement.


 


(a)            In
making a determination of whether Indemnitee has been successful on the merits or otherwise in defense of any Indemnifiable Claim
or any portion thereof or in defense of any issue or matter therein, the Company acknowledges that a resolution, disposition or
outcome short of dismissal or final judgment, including outcomes that permit Indemnitee to avoid expense, delay, embarrassment,
injury to reputation, distraction, disruption or uncertainty, may constitute such success. In the event that any Indemnifiable
Claim or any portion thereof or issue or matter therein is resolved or disposed of in any manner other than by adverse judgment
against Indemnitee (including any resolution or disposition thereof by means of settlement with or without payment of money or
other consideration), it shall be presumed that Indemnitee has been successful on the merits or otherwise in defense of such Indemnifiable
Claim or portion thereof or issue or matter therein. The Company may overcome such presumption only by its adducing clear and convincing
evidence to the contrary.


 


(b)            In
making any Standard of Conduct Determination, the person or persons making such determination shall presume that Indemnitee has
satisfied the applicable standard of conduct, and the Company may overcome such presumption only by its adducing clear and convincing
evidence to the contrary. The knowledge and/or action, or failure to act, of any director, officer, employee, agent or representative
of the Company will not be imputed to Indemnitee for purposes of any Standard of Conduct Determination. Any Standard of Conduct
Determination that Indemnitee has satisfied the applicable standard of conduct shall be final and binding in all respects, including
with respect to any litigation or other action or proceeding initiated by Indemnitee to enforce his or her rights hereunder. Any
Standard of Conduct Determination that is adverse to Indemnitee may be challenged by Indemnitee in the Court of Chancery of the
State of Delaware. No determination by the Company (including by its directors or any Independent Counsel) that Indemnitee has
not satisfied any applicable standard of conduct shall be a defense to any Claim by Indemnitee for indemnification or reimbursement
or advance payment of Expenses by the Company hereunder or create a presumption that Indemnitee has not met any applicable standard
of conduct.


 



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(c)            Without
limiting the generality or effect of Section ‎9(b), (i) to the extent that any Indemnifiable Claim relates to any
entity or enterprise (other than the Company) referred to in clause (i) of the first sentence of the definition of “Indemnifiable
Claim,” Indemnitee shall be deemed to have satisfied the applicable standard of conduct if Indemnitee acted in good faith
and in a manner Indemnitee reasonably believed to be in or not opposed to the interests of such entity or enterprise (or the owners
or beneficiaries thereof, including in the case of any employee benefit plan the participants and beneficiaries thereof) and, with
respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful, and (ii) in
all cases, any belief of Indemnitee that is based on the records or books of account of the Company, including financial statements,
or on information supplied to Indemnitee by the directors or officers of the Company in the course of their duties, or on the advice
of legal counsel for the Company, the Board, any committee of the Board or any director, or on information or records given or
reports made to the Company, the Board, any committee of the Board or any director by an independent certified public accountant
or by an appraiser or other expert selected by or on behalf of the Company, the Board, any committee of the Board or any director
shall be deemed to be reasonable.


 


10.            No
Adverse Presumption. For purposes of this Agreement, the termination of any Claim by judgment,
order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent,
will not create a presumption that Indemnitee did not meet any applicable standard of conduct or that indemnification hereunder
is otherwise not permitted.


 


11.            Primacy
of Company’s Obligations.


 


(a)            The
rights of Indemnitee hereunder will be in addition to any other rights Indemnitee may have against the Company under the Constituent
Documents, or the substantive laws of the Company’s jurisdiction of incorporation, any other contract or otherwise (collectively,
 “Other Indemnity Provisions”); provided, however, that (a) to the extent that Indemnitee
otherwise would have any greater right to indemnification under any Other Indemnity Provision, Indemnitee will be deemed to
have such greater right hereunder and (b) to the extent that any change is made to any Other Indemnity Provision that permits
any greater right to indemnification than that provided under this Agreement as of the date hereof, Indemnitee will be deemed
to have such greater right hereunder. The Company will not adopt any amendment to any of the Constituent Documents the effect of
which would be to deny, diminish or encumber Indemnitee’s right to indemnification under this Agreement or any Other Indemnity
Provision.


 






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(b)            The
Company hereby acknowledges that Indemnitee may have rights to indemnification for Losses provided by certain third parties (“Other
Indemnitor(s)”). The Company agrees with Indemnitee that the Company is the indemnitor of first resort of 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 Indemnitee under this Agreement without regard to any rights that Indemnitee may have
against the Other Indemnitor(s). The Company hereby waives any equitable rights to contribution or indemnification from the Other
Indemnitor in respect of any amounts paid to Indemnitee hereunder. The Company further agrees that no payment of Expenses or Losses
by the Other Indemnitor to or for the benefit of 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 Indemnitee for such Expenses or Losses hereunder.


 


12.            Liability
Insurance and Funding. For the duration of Indemnitee’s service as a director and/or
officer of the Company, and thereafter for so long as Indemnitee shall be subject to any pending or possible Indemnifiable Claim
(but in no event for less than a period of six years following the conclusion of such service), the Company shall use reasonable
best efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to cause to be maintained
in effect policies of directors’ and officers’ liability insurance providing coverage for directors and/or officers
of the Company that is at least substantially comparable in scope and amount to that provided by the Company’s current policies
of directors’ and officers’ liability insurance. The Company shall provide Indemnitee with a copy of all directors’
and officers’ liability insurance applications, binders, policies, declarations, endorsements and other related materials,
and shall provide Indemnitee with a reasonable opportunity to review and comment on the same. Without limiting the generality or
effect of the two immediately preceding sentences, the Company shall not discontinue or significantly reduce the scope or amount
of coverage from one policy period to the next (a) without the prior approval thereof by a majority vote of the Incumbent
Directors, even if less than a quorum, or (b) if at the time that any such discontinuation or significant reduction in the
scope or amount of coverage is proposed there are no Incumbent Directors, without the prior written consent of Indemnitee (which
consent shall not be unreasonably withheld, delayed or conditioned). In all policies of directors’ and officers’ liability
insurance obtained by the Company, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same
rights and benefits, subject to the same limitations, as are accorded to the Company’s directors and officers most favorably
insured by such policy. The Company may, but shall not be required to, create a trust fund, grant a security interest or use other
means, including a letter of credit, to ensure the payment of such amounts as may be necessary to satisfy its obligations to indemnify
and advance expenses pursuant to this Agreement. The obligation of the Company to indemnify Indemnitee under this Agreement shall
be secondary to such policies, and all such policies shall be primary to the Company’s obligations hereunder, subject to
any applicable retention. Except as provided in any directors’ and officers’ liability insurance policy, in no event
shall this Agreement provide (by operation of law or otherwise) any insurance company any right to subrogation to Indemnitee’s
right hereunder, and in no event shall any insurance company acquire (by subrogation, assignment or otherwise) any right to pursue
Indemnitee’s rights hereunder.


 






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13.            Subrogation.
Except as set forth in Section ‎11(b) (which, in all events, shall supersede this Section ‎13 to the extent
of any conflict), in the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to
all of the related rights of recovery of Indemnitee against other persons or entities (other than Indemnitee’s successors),
including any entity or enterprise referred to in clause (i) of the definition of “Indemnifiable Claim” in Section ‎1(i).
Indemnitee shall execute all papers reasonably required to evidence such rights (all of Indemnitee’s reasonable Expenses,
including attorneys’ fees and charges, related thereto to be reimbursed by or, at the option of Indemnitee, advanced by the
Company).


 


14.            No
Duplication of Payments. The Company shall not be liable under this Agreement to make
any payment to Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise actually received and is
entitled to retain payment (net of any Expenses incurred in connection therewith and any repayment by Indemnitee made with respect
thereto) under any insurance policy, the Constituent Documents and Other Indemnity Provisions or otherwise (including from any
entity or enterprise referred to in clause (i) of the definition of “Indemnifiable Claim” in Section ‎1(i))
in respect of such Indemnifiable Losses otherwise indemnifiable hereunder; provided that the foregoing shall in no way limit
the obligations of the Company pursuant to Section ‎11(b).


 


15.            Defense
of Claims. Except for any Indemnifiable Claim asserted by or in the right of the Company
(as to which Indemnitee shall be entitled to exclusively control the defense), the Company shall be entitled to participate in
the defense of any Indemnifiable Claim or to assume the defense thereof, in each case at the Company’s own expense, with
counsel consented to by Indemnitee (such consent not to be unreasonably withheld, conditioned or delayed). The Company’s
participation in the defense of any Indemnifiable Claim of which the Company has not assumed the defense will not in any manner
affect the rights of Indemnitee under this Agreement, including Indemnitee’s right to control the defense of such Indemnifiable
Claims. With respect to the period (if any) commencing at the time at which the Company notifies Indemnitee that the Company has
assumed the defense of any Indemnifiable Claim and continuing for so long as the Company shall be using its reasonable best efforts
to provide an effective defense of such Indemnifiable Claim, the Company shall have the right to control the defense of such Indemnifiable
Claim and shall have no obligation under this Agreement in respect of any attorneys’ or experts’ fees or expenses or
any other costs or expenses paid or incurred by Indemnitee in connection with defending such Indemnifiable Claim (other than such
costs and expenses paid or incurred by Indemnitee in connection with any cooperation in the Company’s defense of such Indemnifiable
Claim or other action undertaken by Indemnitee at the request of the Company or with the consent of the Company (which consent
shall not be unreasonably withheld, conditioned or delayed)); provided that if (i) previously authorized in writing
by the Company, (ii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claim
within a reasonable period of time after having been requested to do so, or (iii) Indemnitee believes, after consultation
with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present
such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impeded
parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available
to him or her that are different from or in addition to those available to the Company, or (c) any such representation by
such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall be
entitled to retain and use the services of separate counsel (but not more than one law firm plus, if applicable, local counsel
in respect of any particular Indemnifiable Claim) at the Company’s expense. Nothing in this Agreement shall limit Indemnitee’s
right to retain or use his or her own counsel at his or her own expense in connection with any Indemnifiable Claim; provided
that in all events Indemnitee shall not unreasonably interfere with the conduct of the defense by the Company of any Indemnifiable
Claim that the Company shall have assumed and of which the Company shall be using its reasonable best efforts to provide an effective
defense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened
or pending Indemnifiable Claim effected without the Company’s prior written consent. The Company shall not, without the prior
written consent of Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim to which Indemnitee
is, or could have been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional
release of Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company
nor Indemnitee shall unreasonably withhold, condition or delay its consent to any proposed settlement; provided that Indemnitee
may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee. Each of Indemnitee
and the Company shall reasonably cooperate in the defense of any Indemnifiable Claim with respect to which indemnification is sought
hereunder, regardless of whether Indemnitee or the Company is directing the defense thereof.


 






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16.            Successors
and Binding Agreement.


 


(a)            The
Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise)
to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee
and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company
would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit
of the Company and any successor to the Company, including any person acquiring directly or indirectly all or substantially all
of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor
will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable
by the Company.


 


(b)            This
Agreement shall inure to the benefit of and be enforceable by Indemnitee’s personal or legal representatives, executors,
administrators, heirs, distributees, legatees and other successors.


 


(c)            This
Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this
Agreement or any rights or obligations hereunder except as expressly provided in Sections ‎16(a) and ‎16(b).
Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not
be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by Indemnitee’s
will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section ‎16(c),
the Company shall have no liability to pay any amount so attempted to be assigned or transferred.


 



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17.            Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered
via electronic mail in PDF or similar electronic or digital format (with confirmation of receipt) prior to 5:00 p.m. (New
York time) on a business day in the place of receipt, (b) the business day after the date of transmission, if such notice
or communication is delivered via electronic mail in PDF or similar electronic or digital format (with confirmation of receipt)
later than 5:00 p.m. (New York time) on any date and earlier than 11:59 p.m. (New York time) on such date, (c) the
business day following the date of mailing, if sent by nationally recognized overnight courier service, or (d) upon actual
receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be to the
addresses of the Company (to the attention of the Secretary of the Company) and, if the Indemnitee is an officer of the Company,
at the address such officer in the Company’s records, or if the Indemnitee is not an officer of the Company, at the applicable
address shown on the signature page hereto, or to such other address as any party hereto may have furnished to the other in
writing and in accordance herewith, except that notices of changes of address will be effective only upon receipt.


 


18.            Governing
Law; Submission to Jurisdiction and Venue. This Agreement and all claims arising out of
or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the
domestic substantive laws of the State of Delaware without giving effect to any choice or conflict of laws provision or rule that
would cause the application of the domestic substantive laws of any other jurisdiction. Each of the parties, by its execution of
this Agreement, hereby irrevocably submits to the exclusive venue and jurisdiction of the Court of Chancery of the State of Delaware
for the purpose of any proceeding arising out of or based upon this Agreement or relating to the subject matter hereof.


 


19.            Validity.
If any provision of this Agreement or the application of any provision hereof to any person or circumstance is held invalid, unenforceable
or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstance
shall not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent,
and only to the extent, necessary to make it enforceable, valid or legal. In the event that any court or other adjudicative body
shall decline to reform any provision of this Agreement held to be invalid, unenforceable or otherwise illegal as contemplated
by the immediately preceding sentence, the parties thereto shall take all such action as may be necessary or appropriate to replace
the provision so held to be invalid, unenforceable or otherwise illegal with one or more alternative provisions that effectuate
the purpose and intent of the original provisions of this Agreement as fully as possible without being invalid, unenforceable or
otherwise illegal.


 


20.            Miscellaneous.
No provision of this Agreement may be waived, modified or discharged unless such waiver, modification or discharge is agreed to
in writing signed by Indemnitee and the Company. No waiver by either party hereto at any time of any breach by the other party
hereto or compliance with any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver
of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations,
oral or otherwise, expressed or implied with respect to the subject matter hereof have been made by either party hereto that are
not set forth expressly in this Agreement.


 






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21.            Legal
Fees and Expenses; Interest.


 


(a)            It
is the intent of the Company that Indemnitee not be required to incur legal fees and or other Expenses associated with the interpretation,
enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense
thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. Accordingly, without limiting
the generality or effect of any other provision hereof, if it should appear to Indemnitee that the Company has failed to comply
with any of its obligations under this Agreement (including its obligations under Section ‎3) or in the event that the
Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes
any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended
to be provided to Indemnitee hereunder, the Company irrevocably authorizes Indemnitee from time to time to retain counsel of Indemnitee’s
choice, at the expense of the Company as hereafter provided, to advise and represent Indemnitee in connection with any such interpretation,
enforcement or defense, including the initiation or defense of any litigation or other legal action, whether by or against the
Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding
any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Indemnitee’s
entering into an attorney-client relationship with such counsel, and in that connection the Company and Indemnitee agree that a
confidential relationship shall exist between Indemnitee and such counsel. The Company will pay and be solely financially responsible
for any and all attorneys’ and related fees and expenses incurred by Indemnitee in connection with any of the foregoing to
the fullest extent permitted or required by the laws of the State of Delaware in effect on the date hereof or as such laws may
from time to time hereafter be amended to increase the scope of such permitted or required payment of such fees and expenses.


 


(b)            Any
amount due to Indemnitee under this Agreement that is not paid by the Company by the date on which it is due will accrue interest
at the maximum legal rate under Delaware law from the date on which such amount is due to the date on which such amount is paid
to Indemnitee.


 






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22.            General
Interpretive Principles. When a reference is made in this Agreement to a Section or
Exhibit such reference will be to a Section of, or an Exhibit to, this Agreement unless otherwise indicated. The
headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation
of this Agreement. Whenever the words “include,” “ includes” or “including” are used in this
Agreement, they will be deemed to be followed by the words “without limitation.” The words “hereof,” “herein”
and “hereunder” and words of similar import when used in this Agreement will refer to this Agreement as a whole (including
the Exhibits) and not to any particular provision of this Agreement. The word “ownership” when used herein to describe
any interest in a security shall mean “beneficial ownership” as such term is defined in Rule 13d-3 under the Exchange
Act and the word “own” when used herein to describe any interest in a security shall have the correlative meaning.
All terms defined in this Agreement will have the defined meanings when used in any document made or delivered pursuant hereto
unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural
forms of such terms and, except as otherwise expressly provided or unless the context otherwise requires, any noun or pronoun will
be deemed to cover all genders. Whenever this Agreement refers to a number of days, such number will refer to calendar days unless
business days are specified and whenever action must be taken (including the giving of notice or the delivery of documents) under
this Agreement during a certain period of time or by a particular date that ends or occurs on a non-business day, then such period
or date will be extended until the immediately following business day. As used herein, “business day” means any day
other than Saturday, Sunday or a United States federal holiday. Any statute, rule, order or regulation defined or referred to in
this Agreement or in any agreement or instrument that is referred to in this Agreement will mean such statute, rule, order or regulation
as from time to time amended, updated, modified, supplemented or superseded, including by succession of comparable successor statutes,
rules, orders or regulations and references to all attachments thereto and instruments incorporated therein. Where specific language
is used to clarify by example a general statement contained herein, such specific language will not be deemed to modify, limit
or restrict in any manner the construction of the general statement to which it relates. The language used in this Agreement will
be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction
will be applied against any party.


 


23.            Counterparts.
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together
shall constitute one and the same agreement.


 


[Signatures Appear on Following Page]


 






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IN WITNESS WHEREOF, Indemnitee has
executed and the Company has caused its duly authorized representative to execute this Agreement as of the date first above written.


 


	 	FTS INTERNATIONAL, INC. 
	 	777 Main Street 
	 	Suite 2900 
	 	Fort Worth, Texas 76102
	 	 
	 	By:	                               
	 	 	Name: Michael J. Doss
	 	 	Title: Chief Executive Officer
	 	 
	 	[NAME]
	 	[Address]
	 	[Address]
	 	 
	 	 
	 	[NAME]



 


[Signature Page to Director and Officer Indemnification
Agreement]


 



     


     


    

 


EXHIBIT A


 


UNDERTAKING


 


This Undertaking is submitted pursuant to
the Director and Officer Indemnification Agreement, dated as of ___________ ___, ____ (the “Indemnification Agreement”),
between FTS International, Inc., a Delaware corporation (the “Company”), and the undersigned. Capitalized
terms used and not otherwise defined herein have the meanings ascribed to such terms in the Indemnification Agreement.


 


The undersigned hereby requests [payment],
[advancement], [reimbursement] by the Company of Expenses which the undersigned [has incurred] [reasonably expects to incur]
in connection with ______________________ (the “Indemnifiable Claim”).


 


The undersigned hereby undertakes to repay
the [payment], [advancement], [reimbursement] of Expenses made by the Company to or on behalf of the undersigned
in response to the foregoing request to the extent it is determined, following the final disposition of the Indemnifiable Claim
and in accordance with Section 8 of the Indemnification Agreement, that the undersigned is not entitled to indemnification
by the Company under the Indemnification Agreement with respect to the Indemnifiable Claim.


 


IN WITNESS WHEREOF, the undersigned has executed
this Undertaking as of this _____ day of ______________, ____.


 


	 	 
	 	[Indemnitee]