Exhibit 10.3


 


INDEMNIFICATION
AGREEMENT


 


THIS
INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of the [•] day of [•], 20__
(the “Effective Date”), by and between Orion Office REIT Inc., a Maryland corporation (the “Company”),
and [•] (“Indemnitee”) (together referred to as the “Parties”).


 


WHEREAS, Indemnitee
commenced service as a [director] [and] [officer] of the Company as of [•] (the “Start Date”);


 


WHEREAS,
by reason of Indemnitee’s status as a [director] [and] [officer] of the Company, Indemnitee may be subjected to claims, suits
or proceedings arising as a result of Indemnitee’s service; and


 


WHEREAS,
as an inducement to Indemnitee to serve or continue to serve as a [director] [and] [officer] of the Company, the Company has agreed to
indemnify and to advance expenses and costs incurred by Indemnitee in connection with any such claims, suits or proceedings, to the maximum
extent permitted by law and subject to the terms set forth herein; and


 


WHEREAS,
the parties to this Agreement desire to set forth their agreement regarding indemnification and advancement of expenses.


 


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


 


Section 1.
Definitions. For purposes of this Agreement:


 


(a) “Bylaws”
means the Bylaws of the Company, as amended, supplemented or otherwise modified from time to time.


 


(b) “Charter”
means the charter of the Company, as amended, supplemented or otherwise modified from time to time.


 


(c) “Change
in Control” means a change in control of the Company occurring after the Effective Date of a nature that would be required
to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule
or form) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or
not the Company is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall
be deemed to have occurred if, after the Effective Date (i) any “person” (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing 15% or more of the combined voting power of all of the Company’s
then-outstanding securities entitled to vote generally in the election of directors without the prior approval of at least two-thirds
of the members of the Board of Directors of the Company (the “Board of Directors”) in office immediately prior
to such person’s attaining such percentage interest; (ii) there occurs a proxy contest, or the Company is a party to a merger,
consolidation, sale of assets, plan of liquidation or other reorganization not approved by at least two-thirds of the members of the Board
of Directors then in office, as a consequence of which members of the Board of Directors in office immediately prior to such transaction
or event constitute less than a majority of the Board of Directors thereafter; or (iii) at any time, a majority of the members of
the Board of Directors are not individuals (A) who were directors as of the Effective Date or (B) whose election by the Board
of Directors or nomination for election by the Company’s stockholders was approved by the affirmative vote of at least two-thirds
of the members of the Board of Directors then in office who were directors as of the Effective Date or whose election or nomination for
election was previously so approved.


 






     


     


    

 


(d) “Corporate
Status” means the status of a person as a present or former director, officer, employee or agent of the Company or as a
director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent, or as the “partnership representative”
for all federal income tax purposes set forth in the Internal Revenue Code of 1986, as amended (the “Code”),
of any other foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other
enterprise that such person is or was serving in such capacity at the request of the Company. Indemnitee’s Corporate Status shall
be deemed to have commenced on the Start Date. As a clarification and without limiting the circumstances in which Indemnitee may be serving
at the request of the Company, service by Indemnitee shall be deemed to be at the request of the Company (1) if Indemnitee serves
or served as a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent, or as the “partnership
representative” for all federal income tax purposes set forth in the Code, of any corporation, partnership, limited liability company,
joint venture, trust, employee benefit plan or other enterprise (i) of which a majority of the voting power or equity interest is
or was at the time of service owned directly or indirectly by the Company or (ii) the management of which is or was at the time of
service controlled directly or indirectly by the Company; or (2) if, as a result of or in connection with Indemnitee’s service
to the Company or any of its affiliated entities, Indemnitee is or was subject to duties by, or required to perform services for,
an employee benefit plan or its participants or beneficiaries, including as a deemed fiduciary thereof.


 


(e) “Disinterested
Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification
and/or advancement of Expenses is sought by Indemnitee.


 


(f) “Effective
Date” means the date set forth in the first paragraph of this Agreement.


 


(g) “Expenses”
means any and all reasonable and out-of-pocket attorneys’ fees, expenses and costs, retainers, court costs, transcript costs, fees
of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, computer research charges,
postage, delivery service fees, paralegal and secretarial services, federal, state, local or foreign taxes imposed on Indemnitee as a
result of the actual or deemed receipt of any payments under this Agreement, Employee Retirement Income Security Act of 1974, as amended,
excise taxes and penalties and any other disbursements or expenses incurred in connection with prosecuting, defending, preparing to prosecute
or defend, investigating, being or preparing to be a witness in or otherwise participating in a Proceeding. Expenses shall also include
Expenses incurred in connection with any appeal resulting from any Proceeding including, without limitation, the premium, security for
and other costs relating to any cost bond, supersedeas bond or other appeal bond or its equivalent.


 


(h) “Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither is,
nor in the past five years has been, retained to represent: (i) the Company 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 party to or participant or witness in the Proceeding giving rise to a claim for indemnification or advancement
of Expenses 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.


 






     


     


    

 


(i) “Proceeding”
means any threatened, pending or completed claim, action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry,
administrative hearing or any other proceeding, whether brought by or in the right of the Company, its shareholders or otherwise and whether
of a civil (including intentional or unintentional tort claims), criminal, administrative or investigative (formal or informal) nature,
including any appeal therefrom, including any pending on or before the Effective Date. If Indemnitee reasonably believes that a given
situation may lead to or culminate in the institution of a Proceeding, such situation shall also be considered a Proceeding.


 


Section 2.
Services by Indemnitee. Indemnitee serves as a [director] [and] [officer] of the Company. However, this Agreement shall not impose
any independent obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company. This Agreement shall not
be deemed an employment contract between the Company (or any other entity) and Indemnitee.


 


Section 3.
General. Subject in all respects to Section 4 and Section 5, the Company shall indemnify and advance Expenses to, Indemnitee
(a) as provided in this Agreement and (b) otherwise to the maximum extent permitted by Maryland law in effect on the Effective
Date and as amended from time to time; provided, however, that no change in Maryland law shall have the effect of reducing the benefits
available to Indemnitee hereunder based on Maryland law as in effect on the Effective Date. Subject in all respects to Section 4
and Section 5, the rights of Indemnitee provided in this Section 3 shall include, without limitation, the rights set forth in
the other sections of this Agreement, including any additional indemnification permitted by Section 2-418(g) of the Maryland
General Corporation Law (the “MGCL”).


 


Section 4.
Standard for Indemnification. If, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be,
made a party to any Proceeding, the Company shall indemnify, defend and hold harmless Indemnitee against all judgments, penalties, fines
and settlements and advance all Expenses actually incurred by Indemnitee or on Indemnitee’s behalf in connection with any such Proceeding,
subject to the limitations and requirements set forth herein, including the Certain Limits on Indemnification as set forth in Section 5
of this Agreement.


 


Section 5.
Certain Limits on Indemnification. Notwithstanding any other provision of this Agreement (other than Section 6), Indemnitee
shall not be entitled to:


 


(a) indemnification
or advancement of Expenses hereunder if the Proceeding was one by or in the right of the Company and Indemnitee is adjudged to be liable
to the Company as described in Section 2-418(b)(2)(ii) of the MGCL;


 


(b) indemnification
or advancement of Expenses hereunder if it is finally determined (in that all rights of appeal have been exhausted or lapsed) in a Proceeding
that (i) the act or omission of Indemnitee was material to the matter giving rise to the Proceeding and (x) was committed in
bad faith or (y) was the result of Indemnitee’s active and deliberate dishonesty; (ii) Indemnitee actually received and
is adjudged to be liable for an improper personal benefit in money, property or services, as a result of an act or omission by Indemnitee;
or (iii) in the case of any criminal proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s act or omission
was unlawful;


 


(c) indemnification
or advancement of Expenses hereunder if the Proceeding was brought by Indemnitee, unless: (i) the Proceeding was brought to enforce
any of Indemnitee’s rights under this Agreement, and then only to the extent in accordance with and as authorized by Section 12
of this Agreement, or (ii) the Charter or Bylaws, a resolution of the stockholders entitled to vote generally in the election of
directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party, expressly provide
otherwise; or


 


(d) 
indemnification or advancement of Expenses hereunder with respect to any settlement or judgment for insider trading or for disgorgement
of profits pursuant to Section 16(b) of the Exchange Act.


 






     


     


    

 


Section 6.
Court-Ordered Indemnification. Notwithstanding any other provision of this Agreement, a court of appropriate jurisdiction, upon
application of Indemnitee and such notice as the court shall require, may order indemnification of Indemnitee by the Company in the following
circumstances:


 


(a) if
such court determines that Indemnitee is entitled to reimbursement under Section 2-418(d)(1) of the MGCL, the court shall order
indemnification, in which case Indemnitee shall be entitled to recover the Expenses of securing such reimbursement; or


 


(b) if
such court determines that Indemnitee is fairly and reasonably entitled to indemnification in view of all the relevant circumstances,
whether or not Indemnitee (i) has met the standards of conduct set forth in Section 2-418(b) of the MGCL or (ii) has
been adjudged liable for receipt of an improper personal benefit under Section 2-418(c) of the MGCL, the court may order such
indemnification as the court shall deem proper. However, indemnification with respect to any Proceeding by or in the right of the Company
or in which liability shall have been adjudged in the circumstances described in Section 2-418(c) of the MGCL shall be limited
to Expenses.


 


Section 7.
Indemnification for Expenses of an Indemnitee Who Is Wholly or Partially Successful. Notwithstanding any other provision of this
Agreement, and without limiting any such provision, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate
Status, made a party to (or otherwise becomes a participant in) any Proceeding and is successful, on the merits or otherwise, in the defense
of such Proceeding, Indemnitee shall be indemnified for all Expenses actually incurred by Indemnitee or on Indemnitee’s behalf
in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to
one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee under this Section 7
for all Expenses actually incurred by Indemnitee or on Indemnitee’s behalf in connection with each such claims, issues or matters,
allocated on a reasonable and proportionate basis. For purposes of this Section 7 and without limitation, the termination of any
claim, issue or matter in such a Proceeding by settlement or dismissal, with or without prejudice, shall be deemed to be a successful
result as to such claim, issue or matter. As clarification, notwithstanding whether Indemnitee is successful in any Proceeding, Indemnitee
shall be entitled to indemnification of Expenses if the standard for indemnification under Section 4, subject to Section 5,
of this Agreement is met.


 


Section 8.
Procedure for Advancement of Expenses to Indemnitee. If, by reason of Indemnitee’s Corporate Status, Indemnitee is,
or is threatened to be, made a party to any Proceeding, the Company shall, without requiring a preliminary determination of Indemnitee’s
ultimate entitlement to indemnification hereunder, advance all reasonable Expenses incurred by or on behalf of Indemnitee in connection
with such Proceeding within ten days after the receipt by the Company of a statement or statements requesting such advance or advances
from time to time, whether prior to or after final disposition of such Proceeding, and such advancement may be in the form of, in the
reasonable discretion of Indemnitee (but without duplication), (a) payment of such Expenses directly to third parties on behalf of
Indemnitee, (b) advance of funds to Indemnitee in an amount sufficient to pay such Expenses or (c) reimbursement to Indemnitee
for Indemnitee’s payment of such Expenses. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee
and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the
standard of conduct necessary for indemnification by the Company as authorized by law and by this Agreement has been met and a written
undertaking by or on behalf of Indemnitee, in substantially the form attached hereto as Exhibit A or in such form as may be
required under applicable law as in effect at the time of the execution thereof. To the extent that Expenses advanced to Indemnitee do
not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate
basis. The undertaking required by this Section 8 shall be an unlimited general obligation by or on behalf of Indemnitee and shall
be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post
security therefor.


 






     


     


    

 


Section 9.
Indemnification and Advancement of Expenses as a Witness or Other Participant. Notwithstanding any other provision of this Agreement
(other than Section 5), to the extent that Indemnitee is or may be, by reason of Indemnitee’s Corporate Status, made a witness
or otherwise asked to participate in any Proceeding, including through any deposition, interview, interrogatory or document or similar
request, whether instituted by the Company or any other party, and to which Indemnitee is not a party, Indemnitee shall be advanced
all reasonable Expenses and indemnified against all Expenses actually incurred by Indemnitee or on Indemnitee’s behalf in connection
therewith within ten days after the receipt by the Company of a statement or statements requesting any such advance or indemnification
from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence
the Expenses incurred by Indemnitee.


 


Section 10.
Procedure for Determination of Entitlement to Indemnification.


 


(a) To
obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith
such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what
extent Indemnitee is entitled to indemnification. Indemnitee may submit one or more such requests from time to time and at such time(s) as
Indemnitee deems appropriate in Indemnitee’s sole discretion. The officer of the Company receiving any such request from Indemnitee
shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested
indemnification.


 


(b) Upon
written request by Indemnitee for indemnification pursuant to Section 10(a) above, a determination, if required by applicable
law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control
shall have occurred, by Independent Counsel, in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee,
which Independent Counsel shall be selected by the Indemnitee and approved by the Board of Directors in accordance with Section 2-418(e)(2)(ii) of
the MGCL, which approval shall not be unreasonably withheld or delayed; or (ii) if a Change in Control shall not have occurred, (A) by
the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors or, if such a quorum cannot be obtained, then
by a majority vote of a duly authorized committee of the Board of Directors consisting solely of one or more Disinterested Directors,
(B) if Independent Counsel has been selected by the Board of Directors in accordance with Section 2-418(e)(2)(ii) of the
MGCL and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed, by Independent Counsel, in a written
opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members
of the Board of Directors, by the stockholders of the Company. If it is so determined that Indemnitee is entitled to indemnification,
payment to Indemnitee shall be made within ten days after such determination. Indemnitee shall cooperate with the person, persons or 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 from disclosure
and which is reasonably available to Indemnitee and reasonably necessary to such determination in the discretion of the Board of Directors
or Independent Counsel if retained pursuant to clause (ii)(B) of this Section 10(b). Any Expenses incurred by Indemnitee in
so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination
as to Indemnitee’s entitlement to indemnification) and the Company shall indemnify and hold Indemnitee harmless therefrom.


 


(c) The
Company shall pay the reasonable fees and expenses of Independent Counsel, if one is appointed.


 






     


     


    

 


Section 11.
Presumptions and Effect of Certain Proceedings.


 


(a) In
making any determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination
shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification
in accordance with Section 10(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption
in connection with the making of any determination contrary to that presumption.


 


(b) The
termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement does not create a presumption that
Indemnitee did not meet the requisite standard of conduct described herein for indemnification. The termination of any Proceeding or of
any claim, issue or matter therein, by conviction, or a plea of nolo contendere or its equivalent, or an entry of an order of probation
prior to judgment, creates a rebuttable presumption that the Indemnitee did not meet the requisite standard of conduct described herein
for indemnification.


 


(c) The
knowledge and/or actions, or failure to act, of any other director, officer, employee or agent of the Company or any other director, trustee,
officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation, partnership, limited
liability company, joint venture, trust, employee benefit plan or other enterprise shall not be imputed to Indemnitee for purposes of
determining any right to indemnification under this Agreement.


 


(d) 
For purposes of any determination of whether any act or omission of Indemnitee met the requisite standard of conduct described herein
for indemnification, each act of Indemnitee shall be deemed to have met such standard insofar as such Indemnitee’s action is based
on the records or books of accounts of the Company, including financial statements, or on information supplied to Indemnitee by the officers
of the Company in the course of their duties, or on the advice of legal counsel for the Company or on information or records given or
reports made to the Company by an independent certified public accountant or by an appraiser or other expert selected with reasonable
care by the Company, provided that in each instance, such reliance is in accordance with Section 2-405.1(d) of the MGCL. The
provisions of this Section 11(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which
Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement or under applicable law.


 






     


     


    

 


Section 12.
Remedies of Indemnitee.


 


(a) If
(i) a determination is made pursuant to Section 10(b) of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Sections 8 or 9 of this Agreement, (iii) no
determination of entitlement to indemnification shall have been made pursuant to Section 10(b) of this Agreement within 45 days
after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections
7 or 9 of this Agreement within ten days after receipt by the Company of a written request therefor, or (v) payment of indemnification
pursuant to any other section of this Agreement or the Charter or Bylaws is not made within ten days after a determination has been made
that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication in an appropriate court located in
the State of Maryland, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification or advancement
of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single
arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence a proceeding
seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence
such proceeding pursuant to this Section 12(a); provided, however, that the foregoing clause shall not apply to a Proceeding
brought by Indemnitee to enforce Indemnitee’s rights under Section 7 or 8 of this Agreement. Except as set forth herein, the
provisions of Maryland law (without regard to its conflicts of laws rules) shall apply to any such arbitration. The Company shall not
oppose Indemnitee’s right to seek any such adjudication or award in arbitration.


 


(b) In
any judicial proceeding or arbitration commenced pursuant to this Section 12, Indemnitee shall be presumed to be entitled to
indemnification or advancement of Expenses, as the case may be, under this Agreement and the Company shall have the burden of proving
that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If Indemnitee commences a judicial
proceeding or arbitration pursuant to this Section 12, Indemnitee shall not be required to reimburse the Company for any advances
pursuant to Section 8 of this Agreement until a final determination is made with respect to Indemnitee’s entitlement to indemnification
(as to which all rights of appeal have been exhausted or lapsed). The Company shall, to the fullest extent not prohibited by law, be precluded
from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions
of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the
Company is bound by all of the provisions of this Agreement.


 


(c) If
a determination shall have been made pursuant to Section 10(b) 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 12,
absent a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement
not materially misleading, in connection with the request for indemnification.


 


(d) In
the event that Indemnitee is successful in any such judicial adjudication or arbitration, Indemnitee shall be entitled to recover
from the Company, and shall be indemnified by the Company for, any and all Expenses actually incurred by Indemnitee in seeking, pursuant
to this Section 12, a judicial adjudication of or an award in arbitration to enforce Indemnitee’s rights under, or to recover
damages for breach of, this Agreement. If it shall be determined in such judicial adjudication or arbitration that Indemnitee is entitled
to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Indemnitee in connection
with such judicial adjudication or arbitration shall be allocated on a reasonable and proportionate basis.


 


(e) Interest
shall be paid by the Company to Indemnitee at the maximum rate allowed to be charged for judgments under the Courts and Judicial Proceedings
Article of the Annotated Code of Maryland for amounts which the Company pays or is obligated to pay for the period (i) commencing
with either the tenth day after the date on which the Company was requested to advance Expenses in accordance with Sections 8 or 9 of
this Agreement or the 45th day after the date on which the Company was requested to make the
determination of entitlement to indemnification under Section 10(b) of this Agreement, as applicable, and (ii) ending on
the date such payment is made to Indemnitee by the Company.


 






     


     


    

 


Section 13.
Defense of the Underlying Proceeding.


 


(a) Indemnitee
shall notify the Company promptly in writing upon being served with any summons, citation, subpoena, complaint, indictment, request or
other document relating to any Proceeding which is reasonably likely to result in the right to indemnification or the advancement of Expenses
hereunder and shall include with such notice a description of the nature of the Proceeding and a summary of the facts underlying the Proceeding.
The failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee,
to indemnification or the advancement of Expenses under this Agreement unless the Company’s ability to defend in such Proceeding
or to obtain proceeds under any insurance policy is materially and adversely prejudiced thereby, and then only to the extent the Company
is thereby actually so prejudiced.


 


(b) Subject
to the provisions of the last sentence of this Section 13(b) and of Section 13(c) below, the Company shall have the
right to defend Indemnitee in any Proceeding which may give rise to indemnification hereunder; provided, however, that the Company shall
notify Indemnitee of any such decision to defend within 15 calendar days following receipt of notice of any such Proceeding under Section 13(a) above.
The Company shall not, without the prior written consent of Indemnitee, which shall not be unreasonably withheld or delayed, consent to
the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault
of Indemnitee, (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect
of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee or (iii) would impose any
Expense, judgment, fine, penalty or limitation on Indemnitee. This Section 13(b) shall not apply to a Proceeding brought by
Indemnitee under Section 12 of this Agreement.


 


(c) Notwithstanding
the provisions of Section 13(b), if in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s Corporate Status,
(i) Indemnitee reasonably concludes, based upon the opinion of counsel approved by the Company, which approval shall not be unreasonably
withheld or delayed, that Indemnitee may have one or more separate defenses or counterclaims to assert with respect to any issue which
may not be consistent with other defendants in such Proceeding, (ii) Indemnitee reasonably concludes, based upon the opinion of counsel
approved by the Company, which approval shall not be unreasonably withheld or delayed, that an actual or apparent conflict of interest
or potential conflict of interest exists between Indemnitee and the Company, or (iii) if the Company fails to assume the defense
of such Proceeding in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel of Indemnitee’s
choice, subject in the case of this subsection (iii) to the prior approval of the Company, which approval shall not be unreasonably
withheld or delayed, at the expense of the Company. In addition, if the Company fails to comply with any of its obligations under this
Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes
any Proceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee hereunder, Indemnitee shall
have the right to retain counsel of Indemnitee’s choice, subject to the prior approval of the Company, which approval shall not
be unreasonably withheld or delayed, at the expense of the Company (subject to Section 12(d) of this Agreement), to represent
Indemnitee in connection with any such matter.


 






     


     


    

 


Section 14.
Non-Exclusivity; Survival of Rights; Subrogation.


 


(a) The
rights to indemnification and advancement of expenses provided by the Charter and the Bylaws shall vest immediately upon election of Indemnitee
as a [director] [and] [officer] of the Company. The rights of indemnification and advancement of Expenses as provided by this Agreement
shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Charter or
Bylaws, any agreement or a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors,
or otherwise. Unless consented to in writing by Indemnitee, no amendment, alteration or repeal of this Agreement or of any provision hereof
shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in Indemnitee’s
Corporate Status prior to such amendment, alteration or repeal, regardless of whether a claim with respect to such action or inaction
is raised prior or subsequent to such amendment, alteration or repeal. No right or remedy herein conferred is intended to be exclusive
of any other right or remedy, and every other right or remedy shall be cumulative and in addition to every other right or remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The assertion of any right or remedy hereunder, or otherwise,
shall not prohibit the concurrent assertion or employment of any other right or remedy.


 


(b) All
rights of Indemnitee under this Agreement shall survive termination of Indemnitee’s employment with the Company.


 


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


 


Section 15.
Insurance. The Company will use its reasonable best efforts to acquire directors and officers liability insurance, on terms and
conditions deemed appropriate by the Board of Directors, with the advice of counsel, covering Indemnitee for any claim made against or
any expense, liability or loss incurred by Indemnitee by reason of Indemnitee’s Corporate Status and covering the Company for any
indemnification or advancement of Expenses made by the Company to Indemnitee for any claims made against Indemnitee by reason of Indemnitee’s
Corporate Status, whether or not the Company would have the power to indemnify such person against such liability under the MGCL. Additionally,
after any termination of employment of Indemnitee, for a period through the sixth anniversary of the termination of employment, the Company
shall use reasonable best efforts to maintain such directors and officers insurance covering Indemnitee. Without in any way limiting any
other obligation under this Agreement, the Company shall indemnify Indemnitee for any payment by Indemnitee arising out of the amount
of any deductible or retention and the amount of any excess of the aggregate of all judgments, penalties, fines, settlements and Expenses
incurred by Indemnitee in connection with a Proceeding over the coverage of any insurance referred to in the previous sentence. The purchase,
establishment and maintenance of any such insurance shall not in any way limit or affect the rights or obligations of the Company or Indemnitee
under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and the Indemnitee
shall not in any way limit or affect the rights or obligations of the Company under any such insurance policies. If, at the time the Company
receives notice from any source of a Proceeding to which Indemnitee is a party or a participant (as a witness or otherwise) the Company
has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance
with the procedures set forth in the respective policies. The Indemnitee shall cooperate with the Company or any insurance carrier of
the Company with respect to any Proceeding.


 


Section 16.
Coordination of Payments. The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable
or payable or reimbursable as Expenses hereunder if and to the extent that Indemnitee has otherwise actually received such payment under
any insurance policy, contract, agreement or otherwise.


 


Section 17.
Reports to Stockholders. To the extent required by the MGCL, the Company shall report in writing to its stockholders the payment
of any amounts for indemnification of, or advancement of Expenses to, Indemnitee under this Agreement arising out of a Proceeding
by or in the right of the Company with the notice of the meeting of stockholders of the Company next following the date of the payment
of any such indemnification or advancement of Expenses or prior to such meeting.


 






     


     


    

 


Section 18.
Duration of Agreement; Binding Effect.


 


(a) This
Agreement shall continue until and terminate on the later of (i) the date that Indemnitee shall have ceased to serve as a director,
officer, employee or agent of the Company or as a director, trustee, officer, partner, manager, managing member, fiduciary, employee or
agent of any other foreign or domestic corporation, real estate investment trust, partnership, limited liability company, joint venture,
trust, employee benefit plan or other enterprise that such person is or was serving in such capacity at the request of the Company and
(ii) the date that Indemnitee is no longer subject to any actual or possible Proceeding (including any rights of appeal thereto and
any Proceeding commenced by Indemnitee pursuant to Section 12 of this Agreement).


 


(b) The
indemnification and advancement of Expenses provided by, or granted pursuant to, this Agreement shall be binding upon and be enforceable
by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation
or otherwise to all or substantially all of the business or assets of the Company), shall continue as to an Indemnitee who has ceased
to be a director, officer, employee or agent of the Company or a director, trustee, officer, partner, manager, managing member, fiduciary,
employee or agent of any other foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee
benefit plan or other enterprise that such person is or was serving in such capacity at the request of the Company, and shall inure to
the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.


 


(c) 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 substance satisfactory to Indemnitee,
expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to
perform if no such succession had taken place.


 


(d) The
Company and Indemnitee agree 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 Parties hereto agree
that Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance hereof, without any necessity of showing
actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded
from seeking or obtaining any other relief to which Indemnitee may be entitled. Indemnitee shall further be entitled to such specific
performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without
the necessity of posting bonds or other undertakings in connection therewith. The Company acknowledges that, in the absence of a waiver,
a bond or undertaking may be required of Indemnitee by a court, and the Company hereby waives any such requirement of such a bond or undertaking.


 


Section 19.
Most-Favored Nation. If the Company provides indemnification to another current or former director [or officer] of the Company
on terms that are more favorable to such current or former director [or officer] than the terms of indemnification contained in this Agreement,
then this Agreement shall automatically be deemed to be amended (without any action on the part of the Company or Indemnitee) to include
such more favorable terms.


 






     


     


    

 


Section 20.
Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation,
each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable
that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable
to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to 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 Agreement containing
any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed
so as to give effect to the intent manifested thereby.


 


Section 21.
Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed
to be an original but all of which together shall constitute one and the same Agreement. One such counterpart signed by the party against
whom enforceability is sought shall be sufficient to evidence the existence of this Agreement.


 


Section 22.
Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute
part of this Agreement or to affect the construction thereof.


 


Section 23.
Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing
by both of the Parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any
other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


 


Section 24.
Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been
duly given if (i) delivered by hand or facsimile and receipted for by the Party to whom said notice or other communication shall
have been directed, on the day of such delivery, or (ii) mailed by certified or registered mail with postage prepaid, on the third
business day after the date on which it is so mailed:


 


(a) If
to Indemnitee, to the address set forth on the signature page hereto.


 


(b) If
to the Company, to:


 


Orion
Office REIT Inc.


2325
East Camelback Road, Floor 8


Phoenix,
AZ 85016


Attention:


Facsimile:


 


with
a copy to:


 


Latham &
Watkins LLP


650
Town Center Drive


Costa
Mesa, CA 92705


Attention:
William Cernius; Darren Guttenberg


Facsimile:
714-755-8290


 


or
to such other address as may have been furnished in writing to Indemnitee by the Company or to the Company by Indemnitee, as the case
may be.


 






     


     


    

 


Section 25.
Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Maryland,
without regard to its conflicts of laws rules.


 


Section 26.
Contribution. If the indemnification provided in this Agreement is unavailable in whole or in part and may not be paid to Indemnitee
for any reason, other than for failure to satisfy the standard of conduct set forth in Section 4 or due to the provisions of Section 5,
then, in respect to any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding),
to the fullest extent permissible under applicable law, the Company, in lieu of indemnifying and holding harmless Indemnitee, shall pay,
in the first instance, the entire amount incurred by Indemnitee, whether for Expenses or judgments, penalties, fines and settlements,
in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes
any right of contribution it may have at any time against Indemnitee.


 


[SIGNATURE
PAGE FOLLOWS]


 




     


     


    

 


IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first above written.


 


	 	COMPANY:
	 	 
	 	ORION
OFFICE REIT INC.



 


 


		By:	 
	 	 	 
	 	 	Name:
	 	 	Title:



 


 


	 	INDEMNITEE



 


			 
	 	 	 
	 	 	Name:
	 	 	Address:



 


[Signature Page to Indemnification Agreement]