Exhibit 4.16

 

FORM OF INDEMNITYAGREEMENT

 

THIS INDEMNITY AGREEMENT (this“***Agreement***”) is made to be effective as of ___________, 2022, by and between Anghami Inc., a Cayman Islandsexempted company (the “***Company***”), and (“***Indemnitee***”).

 

RECITALS

 

**WHEREAS**, highly competentpersons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are providedwith adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arisingout of their service to and activities on behalf of such corporations;

 

**WHEREAS**, the boardof directors of the Company (the “***Board***”) has determined that, in order to attract and retain qualified individuals,the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Companyand its subsidiaries, if any, from certain liabilities;

 

**WHEREAS**, directors,officers and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuminglitigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterpriseitself;

 

**WHEREAS**, the amendedand restated memorandum and articles of association of the Company (the “***Charter***”) require indemnification ofthe officers and directors of the Company, Indemnitee may also be entitled to indemnification pursuant to applicable Cayman Islands lawand the Charter provides that the indemnification provisions set forth therein are not exclusive, and thereby contemplates that contractsmay be entered into between the Company and members of the Board, officers and other persons with respect to indemnification, hold harmless,exoneration, advancement and reimbursement rights;

 

**WHEREAS**, the uncertaintiesrelating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;

 

**WHEREAS**, the Boardhas determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’sshareholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

 

**WHEREAS**, it is reasonable,prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenseson behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Companyfree from undue concern that they will not be so protected against liabilities;

 

**WHEREAS**, this Agreementis a supplement to and in furtherance of the Charter and any resolutions adopted pursuant thereto, and shall not be deemed a substitutetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and

 

**WHEREAS**, Indemniteemay not be willing to serve as an officer or director, advisor or in another capacity, without adequate protection, and the Company desiresIndemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalfof the Company on the condition that he or she be so indemnified;

 

**NOW, THEREFORE**, inconsideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

 

 

 

TERMS AND CONDITIONS

 

1.**SERVICES TO THE COMPANY**. Indemnitee will serve or continue to serve as an officer, director, advisor, key employee or inany other capacity of the Company, as applicable, for so long as Indemnitee is duly elected, appointed or retained or until Indemniteetenders his or her resignation or until Indemnitee is removed. The foregoing notwithstanding, this Agreement shall continue in full forceand effect after Indemnitee has ceased to serve as a director, officer, advisor, key employee or in any other capacity of the Company,in each case, as provided in Section 17. This Agreement, however, shall not impose any obligation on Indemnitee or the Companyto continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements or commitmentsof the parties, if any.

 

2.**DEFINITIONS**. As used in this Agreement:

 

(a)The term “***agent***” shall mean any person who is or was a director, officer or employee of the Company ora subsidiary of the Company or other person authorized by the Company to act for the Company, to include such person serving in such capacityas a director, officer, employee, fiduciary or other official of another corporation, partnership, limited liability company, joint venture,trust or other enterprise at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of theCompany.

 

(b)The terms “***Beneficial Owner***” and “***Beneficial Ownership***” shall have the meaningsset forth in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.

 

(c)The term “***Cayman Court***” shall mean the courts of the Cayman Islands.

 

(d)The term “***Change in Control***” shall mean the occurrence of the earliest to occur after the date of thisAgreement of any of the following events:

 

(i)Acquisition of Shares by Third Party. Any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly,of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstandingsecurities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of theCompany’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares entitled to votegenerally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below)and such acquisition would not constitute a Change in Control under part (iii) of this definition;

 

(ii)Change in Board of Directors. Individuals who, as of the date hereof, constitute the Board, and any new director whose electionby the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two thirds of the directorsthen still in office who were directors on the date hereof or whose election for nomination for election was previously so approved (collectively,the “***Continuing Directors***”), cease for any reason to constitute at least a majority of the members of the Board;

 

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(iii)Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganizationor similar business combination involving the Company and one or more businesses (a “***Business Combination***”),in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the BeneficialOwners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficiallyown, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled tovote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation whichas a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or throughone or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such BusinessCombination, of the securities entitled to vote generally in the election of directors; (2) no Person (excluding any corporation resultingfrom such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined votingpower of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except tothe extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of thecorporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement,or of the action of the Board of Directors, providing for such Business Combination; *provided*, *however*, that for the avoidanceof doubt, the Business Combination contemplated by that certain Business Combination Agreement, dated May 3, 2021, by and among VistasMedia Acquisition Company Inc., the Company, Anghami, Anghami Vista 1 and Anghami Vista 2 shall not constitute a Change in Control forpurposes of this Agreement;

 

(iv)Liquidation. The approval by the shareholders of the Company of a complete liquidation of the Company or an agreement orseries of agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets, other thanfactoring the Company’s current receivables or escrows due (or, if such approval is not required, the decision by the Board to proceedwith such a liquidation, sale, or disposition in one transaction or a series of related transactions); or

 

(v)Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) ofSchedule 14A of Regulation 14A (or any successor rule) (or a response to any similar item on any similar schedule or form) promulgatedunder the Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement.

 

(e)The term “***Companies Act****”* shall mean the Companies Act (2021 Revision) of the Cayman Islands, asamended from time to time.

 

(f)The term “***Corporate Status***” describes the status of a person who is or was a director, officer, trustee,general partner, managing member, fiduciary, employee or agent of the Company or of any other Enterprise (as defined below) which suchperson is or was serving at the request of the Company.

 

(g)The term “***Disinterested Director***” shall mean a director of the Company who is not and was not a partyto the Proceeding (as defined below) in respect of which indemnification is sought by Indemnitee.

 

(h)The term “***Enterprise***” shall mean the Company and any other corporation, constituent corporation (includingany constituent of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly owned subsidiaries)is a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemniteeis or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employeeor agent.

 

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(i)The term “***Exchange Act***” shall mean the Securities Exchange Act of 1934, as amended.

 

(j)The term “***Expenses***” shall include all direct and indirect costs, fees and expenses of any type or naturewhatsoever, including, without limitation, all reasonable attorneys’ fees and costs, retainers, court costs, transcript costs, feesof experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and bindingcosts, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services and all other disbursements,obligations or expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparingto be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding (as defined below), including reasonable compensationfor time spent by Indemnitee for which he or she is not otherwise compensated by the Company or any third party. Expenses also shall includeExpenses incurred in connection with any appeal resulting from any Proceeding (as defined below), including without limitation the principal,premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses,however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

 

(k)The term “***Independent Counsel***” shall mean a law firm or a member of a law firm with significant experiencein matters of corporate law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemniteein any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of otherindemnitees under similar indemnification agreements); or (ii) any other party to the Proceeding (as defined below) giving rise to a claimfor indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any personwho, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing eitherthe Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

 

(l)The term “***Person***” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Actas in effect on the date hereof; provided, however, that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries (asdefined below) of the Company; (iii) any employment benefit plan of the Company or of a Subsidiary (as defined below) of the Company orof any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownershipof shares of the Company; and (iv) any trustee or other fiduciary holding securities under an employee benefit plan of the Company orof a Subsidiary (as defined below) of the Company or of a corporation owned directly or indirectly by the shareholders of the Companyin substantially the same proportions as their ownership of shares of the Company.

 

(m)The term “***Proceeding***” shall include any threatened, pending or completed action, suit, arbitration, mediation,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 (including intentional or unintentional tort claims),criminal, administrative or investigative or related nature, in which Indemnitee was, is, will or might be involved as a party or otherwiseby reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any action (or failure to act) takenby him or her or of any action (or failure to act) on his or her part while acting as a director or officer of the Company, or by reasonof the fact that he or she is or was serving at the request of the Company as a director, officer, trustee, general partner, managingmember, fiduciary, employee or agent of any other Enterprise, in each case whether or not serving in such capacity at the time any liabilityor expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement.

 

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(n)The term “***Serving at the request of the Company***” shall include any service as a director, officer, employee,agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciarywith respect to an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemniteereasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan, Indemnitee shall bedeemed to have acted in a manner “***not opposed to the best interests of the Company***” as referred to in this Agreement.

 

(o)The term “***Subsidiary***,” with respect to any Person, shall mean any corporation, limited liability company,partnership, joint venture, trust or other entity of which a majority of the voting power of the voting equity securities or equity interestis owned, directly or indirectly, by that Person.

 

3.**INDEMNITY IN THIRD-PARTY PROCEEDINGS**. To the fullest extent permitted by applicable law, the Company shall indemnify, holdharmless and exonerate Indemnitee in accordance with the provisions of this Section 3 if Indemnitee was, is, or is threatened tobe made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding, other than a Proceeding by or in the rightof the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 3,Indemnitee shall be indemnified, held harmless and exonerated against all Expenses, judgments, liabilities, fines, penalties and amountspaid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses,judgments, fines, penalties and amounts paid in settlement) actually, and reasonably incurred by Indemnitee or on his or her behalf inconnection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonablybelieved to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable causeto believe that his or her conduct was unlawful.

 

4.**INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY**. To the fullest extent permitted by applicable law, the Companyshall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was,is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding by or in the rightof the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4,Indemnitee shall be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by Indemnitee on hisor her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a mannerhe or she reasonably believed to be in or not opposed to the best interests of the Company. No indemnification, hold harmless or exonerationfor Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have beenfinally adjudged by a court to be liable to the Company, unless and only to the extent that any court in which the Proceeding was broughtor the Cayman Court shall determine upon application that, despite the adjudication of liability but in view of all the circumstancesof the case, Indemnitee is fairly and reasonably entitled to indemnification, to be held harmless or to exoneration.

 

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5.**INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL**. Notwithstanding any other provisions of thisAgreement, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in)and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part,the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expensesactually and reasonably incurred by him or her in connection therewith. If Indemnitee is not wholly successful in such Proceeding butis successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Companyshall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actuallyand reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved claim, issue or matter. IfIndemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law, indemnify,hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related toany claim, issue, or matter on which Indemnitee was successful. For purposes of this Section and without limitation, the termination ofany claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result asto such claim, issue or matter.

 

6.**INDEMNIFICATION FOR EXPENSES OF A WITNESS**. Notwithstanding any other provision of this Agreement, to the extent that Indemniteeis, by reason of his or her Corporate Status, a witness or deponent in any Proceeding to which Indemnitee is not a party, he or she shall,to the fullest extent permitted by applicable law, be indemnified, held harmless and exonerated against all Expenses actually and reasonablyincurred by him or her or on his or her behalf in connection therewith.

 

7.**ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS**. Notwithstanding any limitation in Sections 3, 4,or 5, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee ifIndemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Companyto procure a judgment in its favor) involving or relating to his or her Corporate Status or any action taken or omitted to be taken insuch capacity against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments andother charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement)actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnification, hold harmless or exoneration rightsshall be available under this Section 7 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’sduty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconductor a knowing violation of the law.

 

8.**CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.**

 

(a)To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights providedfor in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying,holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments,liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding withoutrequiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may haveat any time against Indemnitee.

 

(b)The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or wouldbe if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.

 

(c)The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which maybe brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.

 

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9.**EXCLUSIONS**. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement tomake any indemnification, advance expenses, hold harmless or exoneration payment in connection with any claim made against Indemnitee:

 

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

 

(b)for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Companywithin the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or commonlaw; or

 

(c)except as otherwise provided in Sections 14(e)-(f) hereof, prior to a Change in Control, in connection with any Proceeding(or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemniteeagainst the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or anypart of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, hold harmless or exoneration payment,in its sole discretion, pursuant to the powers vested in the Company under applicable law. Indemnitee shall seek payments or advancesfrom the Company only to the extent that such payments or advances are unavailable from any insurance policy of the Company covering Indemnitee.

 

10.**ADVANCES OF EXPENSES; DEFENSE OF CLAIM.**

 

(a)Notwithstanding any provision of this Agreement to the contrary, and to the fullest extent not prohibited by applicable law, theCompany shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within threemonths) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requestingsuch advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted bylaw, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’sability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exoneratedunder the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding toenforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advancesclaimed. To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceedingshall be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay the advanced amounts tothe extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Companyunder the provisions of this Agreement, the Charter, applicable law or otherwise. This Section 10(a) shall not apply to any claimmade by Indemnitee for which an indemnification, hold harmless or exoneration payment is excluded pursuant to Section 9.

 

(b)The Company will be entitled to participate in the Proceeding at its own expense.

 

(c)The Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, fine,penalty or limitation on Indemnitee without Indemnitee’s prior written consent.

 

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11.**PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.**

 

(a)Indemnitee agrees to notify promptly the Company in writing 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, hold harmlessor exoneration rights, or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relievethe Company of any obligation which it may have to Indemnitee under this Agreement, or otherwise.

 

(b)Indemnitee may deliver to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance withthis Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or hersole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnificationshall be determined according to Section 12(a) of this Agreement.

 

12.**PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.**

 

(a)A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be madein the specific case by one of the following methods: (i) if no Change in Control has occurred, (x) by a majority vote of the DisinterestedDirectors, even though less than a quorum of the Board, (y) by a committee of Disinterested Directors, even though less than a quorumof the Board, or (z) if there are no Disinterested Directors, or if such Disinterested Directors so direct, by Independent Counsel ina written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control has occurred, by IndependentCounsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. The Company promptly will advise Indemniteein writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of anyreason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, paymentto Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, personsor entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person,persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected fromdisclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (includingreasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity makingsuch determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification)and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

 

(b)In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a)hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selectedby Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice tothe Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selectedmeets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counselis selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counselso selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as definedin Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days aftersuch written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objectionto such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selecteddoes not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objectionshall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shallact as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serveas Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objectionis without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section11(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition theCayman Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection ofIndependent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and the person with respectto whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof.Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counselshall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conductthen prevailing).

 

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(c)The Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless suchIndependent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or itsengagement pursuant hereto.

 

13.**PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.**

 

(a)In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determinationshall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnificationin accordance with Section 11(b) of this Agreement, and the Company shall have the burden of proof to overcome that presumptionin connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failureof the Company (including by the Disinterested Directors or Independent Counsel) to have made a determination prior to the commencementof any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicablestandard of conduct, nor an actual determination by the Company (including by the Disinterested Directors or Independent Counsel) thatIndemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee hasnot met the applicable standard of conduct.

 

(b)If the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemniteeis entitled to indemnification shall not have made a determination within thirty (30) days after receipt by the Company of the requesttherefor, the requisite determination of entitlement to indemnification shall, to the fullest extent permitted by law, be deemed to havebeen made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or anomission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request forindemnification, or (ii) a final judicial determination that any or all such indemnification is expressly prohibited under applicablelaw; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional fifteen (15) days,if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additionaltime for the obtaining or evaluating of documentation and/or information relating thereto.

 

(c)The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upona plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adverselyaffect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner whichIndemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding,that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

 

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(d)For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s actionis based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemniteeby the directors, trustees, general partners, managers or managing members of the Enterprise in the course of their duties, or on theadvice of legal counsel for the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager ormanaging member of the Enterprise, or on information or records given or reports made to the Enterprise, its Board, any committee of theBoard or any director, trustee, general partner, manager or managing member of the Enterprise, by an independent certified public accountantor by an appraiser or other expert selected by the Enterprise, its Board, any committee of the Board or any director, trustee, generalpartner, manager or managing member. The provisions of this Section 13(d) shall not be deemed to be exclusive or to limit in anyway the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in thisAgreement.

 

(e)The knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary,agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification underthis Agreement.

 

14.**REMEDIES OF INDEMNITEE.**

 

(a)In the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled toindemnification under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable law, is not timely madepursuant to Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuantto Section 12(a) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, (iv)payment of indemnification is not made pursuant to Section 5, 6, 7 or the last sentence of Section 12(a) ofthis Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) a contribution payment is not madein a timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification,or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made withinten (10) days after receipt by the Company of a written request therefor, Indemnitee shall be entitled to an adjudication by the CaymanCourt to such indemnification, hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee, at his or heroption, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules and MediationProcedures of the American Arbitration Association. Except as set forth herein, the provisions of Cayman Islands law (without regard toits conflict of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any suchadjudication or award in arbitration.

 

(b)In the event that a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is notentitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted inall respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination.In any judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled tobe indemnified, held harmless, exonerated to receive advances of Expenses under this Agreement and the Company shall have the burden ofproving Indemnitee is not entitled to be indemnified, held harmless, exonerated and to receive advances of Expenses, as the case may be,and the Company may not refer to or introduce into evidence any determination pursuant to Section 12(a) of this Agreement adverseto Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14, Indemniteeshall not be required to reimburse the Company for any advances pursuant to Section 10 until a final determination is made withrespect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).

 

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(c)If a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is entitled to indemnification,the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14,absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statementnot materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicablelaw.

 

(d)The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court orbefore any such arbitrator that the Company is bound by all the provisions of this Agreement.

 

(e)The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law against all Expenses and, if requestedby Indemnitee, shall (within ten (10) days after the Company’s receipt of such written request) pay to Indemnitee, to the fullestextent permitted by applicable law, such Expenses which are incurred by Indemnitee in connection with any judicial proceeding or arbitrationbrought by Indemnitee (i) to enforce his or her rights under, or to recover damages for breach of, this Agreement or any other indemnification,hold harmless, exoneration, advancement or contribution agreement or provision of the Charter now or hereafter in effect; or (ii) forrecovery or advances under any insurance policy maintained by any person for the benefit of Indemnitee, regardless of the outcome andwhether Indemnitee ultimately is determined to be entitled to such indemnification, hold harmless or exoneration right, advancement, contributionor insurance recovery, as the case may be (unless such judicial proceeding or arbitration was not brought by Indemnitee in good faith).

 

(f)Interest shall be paid by the Company to Indemnitee at the legal rate under New York law for amounts which the Company indemnifies,holds harmless or exonerates, or is obliged to indemnify, hold harmless or exonerate for the period commencing with the date on whichIndemnitee requests indemnification, to be held harmless, exonerated, contribution, reimbursement or advancement of any Expenses and endingwith the date on which such payment is made to Indemnitee by the Company.

 

15.**SECURITY**. Notwithstanding anything herein to the contrary, to the extent requested by Indemnitee and approved by the Board,the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder throughan irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revokedor released without the prior written consent of Indemnitee.

 

16.**NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION.**

 

(a)The rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee mayat any time be entitled under applicable law, the Charter, any agreement, a vote of shareholders or a resolution of directors, or otherwise.No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee underthis Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) arising outof, or related to, any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration orrepeal. To the extent that a change in applicable law, whether by statute or judicial decision, permits greater indemnification, holdharmless or exoneration rights or advancement of Expenses than would be afforded currently under the Charter or this Agreement, then thisAgreement (without any further action by the parties hereto) shall automatically be deemed to be amended to require that the Company indemnifyIndemnitee to the fullest extent permitted by law. No right or remedy herein conferred is intended to be exclusive of any other rightor remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or nowor hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shallnot prevent the concurrent assertion or employment of any other right or remedy.

 

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(b)The Companies Act and the Charter permit the Company to purchase and maintain insurance or furnish similar protection or make otherarrangements including, but not limited to, providing a trust fund, letter of credit, or surety bond (“***Indemnification Arrangements***”)on behalf of Indemnitee against any liability asserted against him or her or incurred by or on behalf of him or her or in such capacityas a director, officer, employee or agent of the Company, or arising out of his or her status as such, whether or not the Company wouldhave the power to indemnify him or her against such liability under the provisions of this Agreement or under the Companies Act, as itmay then be in effect. The purchase, establishment, and maintenance of any such Indemnification Arrangement shall not in any way limitor affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and theexecution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligationsof the Company or the other party or parties thereto under any such Indemnification Arrangement.

 

(c)To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers,trustees, partners, managing members, fiduciaries, employees, or agents of the Company or of any other Enterprise which such person servesat the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximumextent of the coverage available for any such director, officer, trustee, partner, managing member, fiduciary, employee or agent undersuch policy or policies. If, at the time the Company receives notice from any source of a Proceeding as to which Indemnitee is a partyor a participant (as a witness or otherwise), the Company has director and officer liability insurance in effect, the Company shall giveprompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shallthereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a resultof such Proceeding in accordance with the terms of such policies.

 

(d)In the event of any payment under this Agreement, the Company, to the fullest extent permitted by law, shall be subrogated to theextent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessaryto secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

 

(e)The Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or wasserving at the request of the Company as a director, officer, trustee, partner, managing member, fiduciary, employee or agent of any otherEnterprise shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless or exoneration payments oradvancement of expenses from such Enterprise. Notwithstanding any other provision of this Agreement to the contrary, (i) Indemnitee shallhave no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration, advancement, contributionor insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s satisfaction and performanceof all its obligations under this Agreement, and (ii) the Company shall perform fully its obligations under this Agreement without regardto whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless, exoneration, contribution or insurancecoverage rights against any person or entity other than the Company.

 

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(f)The Company hereby acknowledges that Indemnitee may have rights to indemnification or advancement of expenses or insurance providedby one or more Persons other than the Company with whom or which the Indemnitee may be associated (collectively, the “***ThirdParty Indemnitors***”). The Company hereby agrees that, notwithstanding the fact that Indemnitee may have rights or indemnification,advancement of expenses or insurance against Third Party Indemnitors, (i) the Company is an indemnitor of first resort as to all mattersarising from or relating to the Indemnitee’s Corporate Status and that the obligations of the Company to Indemnitee in respect ofsuch matters are primary and (ii) the Indemnitee’s right to indemnification under this Agreement, including the right to advancementof expenses, indemnification, and contribution, shall not be diminished, modified, qualified or otherwise affected by any right of Indemniteeagainst any Third Party Indemnitor.

 

 

17.**DURATION OF AGREEMENT**. All agreements and obligations of the Company contained herein shall continue during the period Indemniteeserves as a director or officer of the Company or as a director, officer, trustee, partner, managing member, fiduciary, employee or agentof any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee serves at therequest of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding (including anyrights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason of hisor her Corporate Status, whether or not he is acting in any such capacity at the time any liability or expense is incurred for which indemnificationor advancement can be provided under this Agreement.

 

18.**SEVERABILITY**. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable forany reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, withoutlimitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegalor unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shallremain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessaryto conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible,the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreementcontaining any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shallbe construed so as to give effect to the intent manifested thereby.

 

19.**ENFORCEMENT AND BINDING EFFECT**.

 

(a)The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it herebyin order to induce Indemnitee to serve as a director, officer or key employee of the Company, and the Company acknowledges that Indemniteeis relying upon this Agreement in serving as a director, officer or key employee of the Company.

 

(b)Without limiting any of the rights of Indemnitee under the Charter as they may be amended from time to time, this Agreement constitutesthe entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings,oral, written and implied, between the parties hereto with respect to the subject matter hereof.

 

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(c)The indemnification, hold harmless, exoneration and advancement of expenses rights provided by or granted pursuant to this Agreementshall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirectsuccessor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), shallcontinue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or director or officer of anyother Enterprise at the Company’s request, and shall inure to the benefit of Indemnitee and his or her spouse, assigns, heirs, devisees,executors and administrators and other legal representatives.

 

(d)The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise)to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substancesatisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that theCompany would be required to perform if no such succession had taken place.

 

(e)The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate,impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the partieshereto agree that Indemnitee may, to the fullest extent permitted by law, enforce this Agreement by seeking, among other things, injunctiverelief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctiverelief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which he may be entitled.The Company and Indemnitee further agree that Indemnitee shall, to the fullest extent permitted by law, be entitled to such specific performanceand injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessityof posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertakingmay be required of Indemnitee by a court of competent jurisdiction, and the Company hereby waives any such requirement of such a bondor undertaking to the fullest extent permitted by law.

 

20.**MODIFICATION AND WAIVER**. No supplement, modification or amendment of this Agreement shall be binding unless executed inwriting by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of anyother provisions of this Agreement nor shall any waiver constitute a continuing waiver.

 

21.**NOTICES**. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemedto have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall havebeen directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date onwhich it is so mailed:

 

(a)If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall providein writing to the Company.

 

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(b)If to the Company, to:

 

Anghami Inc.

16th Floor, Al-Khatem Tower, WeWork Hub71

Abu Dhabi Global Market Square, Al Maryah Island

Abu Dhabi, United Arab Emirates

Attn: Legal Department

 

With a copy, which shall not constitute notice, to

 

Norton Rose Fulbright US LLP

1301 Avenue of the Americas

New York, New York 10019-6022

Attn: Ayse Yuksel Mahfoud

 

or to any other address as may have been furnishedto Indemnitee in writing by the Company.

 

22.**APPLICABLE LAW AND CONSENT TO JURISDICTION**. This Agreement and the legal relations among the parties shall be governed by,and construed and enforced in accordance with, the laws of the State of New York, without regard to its conflict of laws rules. Exceptwith respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, to the fullest extent permittedby law, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or inconnection with this Agreement shall be brought only in the Cayman Court and not in any state or federal court in the United States ofAmerica or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Cayman Court for purposes of anyaction or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such actionor proceeding in the Cayman Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding broughtin the Cayman Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

 

23.**IDENTICAL COUNTERPARTS**. This Agreement may be executed in one or more counterparts, each of which shall for all purposesbe deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed bythe party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement. In the event that anysignature is delivered in pdf format via electronic mail, such signature shall create a valid and binding obligation of the party executing(or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

 

24.**MISCELLANEOUS**. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate.The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of thisAgreement or to affect the construction thereof.

 

25.**PERIOD OF LIMITATIONS**. No legal action shall be brought and no cause of action shall be asserted by or in the right of theCompany against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration of twoyears from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemedreleased unless asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter periodof limitations is otherwise applicable to any such cause of action such shorter period shall govern.

 

26.**ADDITIONAL ACTS**. If for the validation of any of the provisions in this Agreement any act, resolution, approval or otherprocedure is required to the fullest extent permitted by law, the Company undertakes to cause such act, resolution, approval or otherprocedure to be effected or adopted in a manner that will enable the Company to fulfill its obligations under this Agreement.

 

27.**MAINTENANCE OF INSURANCE**. The Company shall use commercially reasonable efforts to obtain and maintain in effect duringthe entire period for which the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurancewith reputable insurance companies to provide the officers/directors of the Company with coverage for losses from wrongful acts and omissionsand to ensure the Company’s performance of its indemnification obligations under this Agreement. The Indemnitee shall be coveredby such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such directoror officer under such policy or policies. In all such insurance policies, the Indemnitee shall be named as an insured in such a manneras to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directorsand officers.

 

[*Signature Page Follows*]

 

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**IN WITNESS WHEREOF**,the parties hereto have caused this Indemnity Agreement to be signed as of the day and year first above written.

 

 

 

[*Signature Page to Indemnity Agreement*]