Red Mountain Resources, Inc. 8-K


 Exhibit 10.1




INDEMNIFICATION AGREEMENT


 


This Indemnification
Agreement (this “Agreement”), made and entered into as of March __, 2014, by and between
Red Mountain Resources, Inc., a Texas corporation (the “Company”), and _______________________________
(“Indemnitee”).


W I T N E S S E T H:


WHEREAS, the Indemnitee
is a director or officer of the Company;


WHEREAS, it has
been the policy of the Company to indemnify its directors and officers to the fullest extent permitted by law, based on the desirability
of attracting and retaining the most capable persons available to serve in such capacities, and the Indemnitee has agreed to serve
as a director or officer of the Company in part on reliance on such policy;


WHEREAS, Title 1,
Chapter 8 of the Texas Business Organizations Code (“TBOC”) expressly recognizes that a corporation
has authority to enter into indemnification agreements and insurance arrangements with directors and officers;


WHEREAS, Article VII
of the Company's Certificate of Formation (the “Certificate”) requires the Company to provide indemnification
for directors to the fullest extent permitted by the laws of Texas, and for officers to the same extent that the Company may indemnify
and advance expenses to a director under the TBOC, and states that any amendment or repeal of such Article VII shall operate
prospectively only;


WHEREAS, Article VIII
of the Company's Bylaws (the “Bylaws”) requires the Company to provide indemnification for directors
to the fullest extent permitted by the laws of Texas, and for officers to the same extent that the Company may indemnify and advance
expenses to a director under the TBOC, and permits the Board of Directors (“Board”) to provide indemnification
and insurance for directors and officers as specified in the Bylaws, including pursuant to indemnification agreements and insurance
arrangements;


WHEREAS, this Agreement
is being entered into pursuant to the Certificate and Bylaws, but is a supplement to and in furtherance of such Certificate and
Bylaws, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;


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


ARTICLE
1


CERTAIN DEFINITIONS


Section 1.01. Definitions.
As used in this Agreement:


“Change
of Control” means a change in control of the Company occurring after the date hereof 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 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 date hereof (i) any “person”
(as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a person




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who was an officer or director of the
Company on March __, 2014 (and any of such person’s affiliates), is or becomes “beneficial owner” (as defined
in Rule 13d-3 under the Exchange Act) directly or indirectly, of securities of the Company representing 50% or more of the combined
voting power of the then outstanding securities of the Company without the prior approval of at least two-thirds of the members
of the Board in office immediately prior to such person attaining such percentage interest; (ii) the Company is a party to a merger,
consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board in office
immediately prior to such transaction or event constitute less than a majority of the Board thereafter; or (iii) during any period
of two consecutive years, individuals who at the beginning of such period constituted the Board (including for this purpose any
new director whose election or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds
of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at
least a majority of the Board.


“Corporate
Status” means the status of a person who is or was a director, officer, trustee, general partner, managing member,
fiduciary, board of directors' committee member, employee or agent of the Company or of any other Enterprise.


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


“Enterprise”
means the Company and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan
or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general
partner, managing member, fiduciary, board of directors' committee member, employee or agent.


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


“Expenses”
means all direct and indirect costs (including attorneys' fees, retainers, court costs, transcripts, fees of experts, witness fees,
travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other
disbursements or expenses) reasonably incurred in connection with (i) prosecuting, defending, preparing to prosecute or defend,
investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding or (ii) establishing or
enforcing a right to indemnification under this Agreement, the Certificate or Bylaws, applicable law or otherwise. Expenses also
shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including the premium, security for,
and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. For the avoidance of doubt,
Expenses, however, shall not include any Liabilities.


“Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporate law and neither
currently is, nor in the five years previous to its selection or appointment 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 the Proceeding giving
rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall
not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest
in representing either the Company or Indemnitee in an action to determine Indemnitee's rights under this Agreement.


“Liabilities”
means any losses or liabilities, including any judgments, fines, penalties and amounts paid in settlement, arising out of or in
connection with any Proceeding (including all interest, assessments and other charges paid or
payable in connection with or in respect of any such judgments, fines, penalties or amounts paid in settlement).




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“Proceeding”
means any threatened, pending or completed action, derivative action, suit, claim, counterclaim, cross claim, arbitration, alternate
dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding,
whether civil (including intentional and unintentional tort claims), criminal, administrative or investigative, including any appeal
therefrom, and whether instituted by or on behalf of the Company or any other party, or any inquiry or investigation that Indemnitee
in good faith believes might lead to the institution of any such action, suit or other proceeding hereinabove listed, in which
Indemnitee was, is or will be involved as a party, potential party, non-party witness or otherwise by reason of any Corporate
Status of Indemnitee, or by reason of any action taken (or failure to act) by him or her or of any action (or failure to act) on
his or her part while serving in any Corporate Status.


ARTICLE 2


SERVICES BY INDEMNITEE


Section 2.01. Services
By Indemnitee. Indemnitee hereby agrees to serve or continue to serve as a director, officer or key employee of the Company,
for so long as Indemnitee is duly elected or appointed or until Indemnitee tenders his or her resignation or is removed.


ARTICLE 3


INDEMNIFICATION


Section 3.01. (a)
General. The Company hereby agrees to and shall indemnify Indemnitee and hold Indemnitee harmless from and against any and
all Expenses and Liabilities, in either case, actually and reasonably incurred by Indemnitee or on Indemnitee's behalf by reason
of Indemnitee's Corporate Status, to the fullest extent permitted by applicable law and the Certificate and Bylaws, as the same
exists or may hereafter be amended interpreted or replaced (but in the case of any such amendment, interpretation or replacement,
only to the extent that such amendment, interpretation or replacement permits the Company to provide broader indemnification rights
than were permitted prior thereto). The Company's indemnification obligations set forth in this Section 3.01 shall apply (i) in
respect of Indemnitee's past, present and future service in any Corporate Status and (ii) regardless of whether Indemnitee
is serving in any Corporate Status at the time any such Expense or Liability is incurred.


For purposes of
this Agreement, the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not
be limited to:


		(i)	to the fullest extent permitted by any provision of the TBOC, or the corresponding provision of
any successor statute, and



		(ii)	to the fullest extent authorized or permitted by any amendments to or replacements of the TBOC
adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.






(b)    Witness
Expenses. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her
Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses
actually and reasonably incurred by Indemnitee or on his or her behalf in connection therewith.




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(c)     Expenses
as a Party Where Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement, to the fullest extent
permitted by applicable law, to the extent that Indemnitee is 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 indemnify
Indemnitee against all Expenses actually and reasonably incurred by him or her 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, to the fullest extent permitted by applicable law, indemnify Indemnitee against
all Expenses actually and reasonably incurred by Indemnitee or on his or her behalf in connection with each successfully resolved
claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such
a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.


Section 3.02. Exclusions.
Notwithstanding any provision of this Agreement and unless Indemnitee ultimately is successful on the merits with respect to any
such claim, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against
Indemnitee:


(a) for (i) an
accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within
the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law or (ii) any
reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits
realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any
such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley
Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase
and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act); or


(b) except as
otherwise provided in Section 6.01(e), in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee
(other than any cross claim or counterclaim asserted by the Indemnitee), including any Proceeding (or any part of any Proceeding)
initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board
authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification,
in its sole discretion, pursuant to the powers vested in the Company under applicable law.


ARTICLE 4


ADVANCEMENT OF EXPENSES; DEFENSE OF
CLAIMS


Section 4.01. Advances.
Notwithstanding any provision of this Agreement to the contrary, the Company shall advance any Expenses actually and reasonably
incurred by Indemnitee in connection with any Proceeding within ten (10) days after the receipt by the Company of each statement
requesting such advance from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured
and interest free. Advances shall be made without regard to Indemnitee's ability to repay such amounts and without regard to Indemnitee's
ultimate entitlement to indemnification under the other provisions of this Agreement; provided, however, that an advance of Expenses
hereunder will be made only upon delivery to the Company of a written affirmation by Indemnitee of such Indemnitee’s good
faith belief that Indemnitee has met the standard of conduct necessary for indemnification under the TBOC and a written undertaking
(hereinafter an “Undertaking”), by or on behalf of Indemnitee, to repay such advance of Expenses if it
is ultimately determined, by final decision by a court or arbitrator, as




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applicable, from which there is no further
right to appeal, that Indemnitee has not met the standard of conduct necessary for indemnification under the TBOC or is not entitled
to be indemnified for such Expenses under the Certificate, Bylaws, the TBOC, this Agreement or otherwise. Advances shall include
any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing
and forwarding statements to the Company to support the advances claimed.


Section 4.02. Exclusions.
Indemnitee will not be entitled to any advance of Expenses in connection with any of the matters for which indemnity is excluded
pursuant to Section 3.02.


Section 4.03. Defense
of Claims. The Company will be entitled to participate in any Proceeding at its own expense. The Company shall be entitled
to assume the defense of any Proceeding with counsel consented to by Indemnitee (such consent not to be unreasonably withheld)
upon the delivery by the Company to Indemnitee of written notice of the Company's election to do so. After delivery of such notice,
consent to such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee
under this Agreement for any fees or expenses of counsel subsequently incurred by Indemnitee with respect to such Proceeding; provided
that (i) Indemnitee shall have the right to employ separate counsel in respect of any Proceeding at Indemnitee's expense and
(ii) if (A) the employment of counsel by Indemnitee has been previously authorized in writing by the Company or (B) Indemnitee
shall have reasonably concluded upon the advice of counsel that there is a conflict of interest between the Company and Indemnitee
in the conduct of the defense of such Proceeding, then in each such case the fees and expenses of Indemnitee's counsel shall be
at the Company's expense. 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, such consent not to
be unreasonably withheld. Indemnitee shall not settle any action, claim or Proceeding (in whole or in part) which would impose
any Expense, judgment, fine, penalty or limitation on the Company without the Company's prior written consent, such consent not
to be unreasonably withheld.


ARTICLE 5


PROCEDURES FOR NOTIFICATION OF AND


DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION


 


Section 5.01. Notification;
Request For Indemnification. (a) As soon as reasonably practicable after receipt by Indemnitee of written notice that
he or she is a party to or a participant (as a witness or otherwise) in any Proceeding or of any other matter in respect of which
Indemnitee intends to seek indemnification or advancement of Expenses hereunder, Indemnitee shall provide to the Company written
notice thereof, including the nature of and the facts underlying the Proceeding. The omission by Indemnitee to so notify the Company
will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise.


(b)    To
obtain indemnification under this Agreement, Indemnitee shall deliver to the Company a written request for indemnification, including
therewith such information as is reasonably available to Indemnitee and reasonably necessary to determine Indemnitee's entitlement
to indemnification hereunder. Such request(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate
in his or her sole discretion. Indemnitee's entitlement to indemnification shall be determined according to Section 5.02 of this
Agreement and applicable law.




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Section 5.02. Determination
of Entitlement. (a) Where there has been a written request by Indemnitee for indemnification pursuant to Section 5.01(b),
then as soon as is reasonably practicable (but in any event not later than sixty (60) days) after final disposition of the
relevant Proceeding, a determination, if required by applicable
law, with respect to Indemnitee's entitlement thereto shall be made in the specific case: (i) if a Change of Control shall
not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by
a majority vote of a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though
less than a quorum of the Board, (C) by Independent Counsel (selected in accordance with Section 5.02(b)) in a written opinion
to the Board, a copy of which shall be delivered to Indemnitee, or (D) if Indemnitee and the Company agree, by the shareholders
of the Company in a vote that excludes the shares held by directors who are not Disinterested Directors; or (ii) if a Change
of Control shall have occurred, by Independent Counsel (selected in accordance with Section 5.02(b)) in a written opinion to the
Board, a copy of which shall be delivered to Indemnitee. If it is so determined that Indemnitee is entitled to indemnification,
payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably 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.
Any costs or expenses (including attorneys' fees and disbursements) actually and reasonably 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).


(b)    If
entitlement to indemnification is to be determined by Independent Counsel pursuant to Section 5.02(a), such Independent Counsel
shall be selected by the Board or a committee of the Board by a vote as set forth in clauses (A) or (B) of Section 5.02(a)(i),
or if such vote is not obtainable and such a committee cannot be established, by a majority vote of all directors of the Board
(unless such a procedure is not permitted by applicable law), in which case the Company shall give written notice to Indemnitee
advising him or her of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the
case may be, may, within 10 days after such written notice of selection shall have been received, deliver to the Company or
to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted
only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel”
as defined in Article 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion.
Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so
made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection
is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within 20 days
after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 5.01(b) hereof and the
final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company or
Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company
or Indemnitee to the other's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected
by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved
or the person so appointed shall act as Independent Counsel under Section 5.02(a) hereof. Upon the due commencement of any judicial
proceeding or arbitration pursuant to Section 6.01(a) of this Agreement, the Independent Counsel shall be discharged and relieved
of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).


(c) The Company
agrees to pay the reasonable fees and expenses of any Independent Counsel serving under this Agreement.







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Section 5.03.
Presumptions and Burdens of Proof; 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,
to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee
has submitted a request for indemnification in accordance with Section 5.01(b) of this Agreement, and the Company shall, to the
fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by any
person, persons or entity of any determination contrary to that presumption. Neither the failure of any person, persons or entity
to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper
in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by any person,
persons or entity that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a
presumption that Indemnitee has not met the applicable standard of conduct.


(b)    If
the person, persons or entity empowered or selected under Section 5.02 of this Agreement to determine whether Indemnitee is entitled
to indemnification shall not have made a determination within the 60-day period referred to in Section 5.02(a), the requisite
determination of entitlement to indemnification shall, to the fullest extent not prohibited by law, be deemed to have been made
and Indemnitee shall be entitled to such indemnification, absent (i) 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, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such
60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons
or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time 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 upon a
plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely
affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner
which he or she 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 his or her conduct was unlawful.


(d)    For purposes
of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee's action is in good faith
reliance on the records or books of account of any Enterprise, including financial statements, or on information supplied to Indemnitee
by the officers of such Enterprise in the course of their duties, or on the advice of legal counsel for such Enterprise or on information
or records given or reports made to such Enterprise by an independent certified public accountant or by an appraiser or other expert
selected by such Enterprise. The provisions of this Section 5.03(d) shall not be deemed to be exclusive or to limit in any way
the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in
this Agreement.


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




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ARTICLE 6


REMEDIES OF INDEMNITEE


Section 6.01. Adjudication
or Arbitration. (a) In the event of any dispute between Indemnitee and the Company hereunder as to entitlement to indemnification
or advancement of Expenses (including where (i) a determination is made pursuant to Section 5.02 of this Agreement that Indemnitee
is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section
4.01 of this Agreement, (iii) payment of indemnification pursuant to Section 3.01 of this Agreement is not made within ten
(10) days after a determination has been made that Indemnitee is entitled to indemnification, (iv) no determination as
to entitlement to indemnification is timely made pursuant to Section 5.02 of this Agreement and no payment of indemnification is
made within ten (10) days after entitlement is deemed to have been determined pursuant to Section 5.03(b) or (v) a contribution
payment is not made in a timely manner pursuant to Section 8.04 of this Agreement, then Indemnitee shall be entitled to an adjudication
by a court of his or her entitlement to such indemnification, contribution or advancement. Alternatively, in such case, Indemnitee,
at his or her 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. The Company shall not oppose Indemnitee's right to seek any such adjudication or
award in arbitration.


(b)    In
the event that a determination shall have been made pursuant to Section 5.02(a) of this Agreement that Indemnitee is not entitled
to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.01 shall be conducted in all 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 6.01 the Company shall have the burden
of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and the Company may not
refer to or introduce into evidence any determination pursuant to Section 5.02(a) of this Agreement adverse to Indemnitee for any
purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 6.01, Indemnitee shall not be required
to reimburse the Company for any advances pursuant to Section 4.02 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).


(c)    If
a determination shall have been made pursuant to Section 5.02(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 6.01,
absent (i) 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, or (ii) a prohibition of such indemnification
under applicable law.


(d)    The
Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 6.01 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 the provisions of this Agreement.


(e)    The
Company shall indemnify Indemnitee to the fullest extent permitted by law against all Expenses and, if requested by Indemnitee,
shall (within ten (10) days after the Company's receipt of such written request) advance such Expenses to Indemnitee, which
are reasonably incurred by Indemnitee in connection with any judicial proceeding or arbitration brought by Indemnitee for (i) indemnification
or advances of Expenses by the Company (or otherwise for the enforcement, interpretation or defense of his or her rights) under
this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement,
or any provision of the Certificate or Bylaws now or hereafter in effect or (ii) recovery or advances under any directors'
and officers' liability insurance policy maintained by the Company, regardless of whether Indemnitee ultimately is determined to
be entitled to such indemnification, contribution, advancement or insurance recovery, as the case may be.




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ARTICLE 7


DIRECTORS' AND OFFICERS' LIABILITY
INSURANCE


Section 7.01. D&O
Liability Insurance. To the extent that the Company maintains a policy or policies of insurance providing liability insurance
for directors and officers of the Company in their capacities as such (and for any capacity in which any director or officer of
the Company serves any other Enterprise at the request of the Company), in respect of acts or omissions occurring while serving
in such capacity, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum
extent of the coverage available for any other director or officer under such policy or policies.


Section 7.02.
Evidence of Coverage. Upon request by Indemnitee, the Company shall provide copies of all policies of D&O Liability Insurance
obtained and maintained in accordance with Section 7.01 of this Agreement. The Company shall promptly notify Indemnitee of any
changes in such insurance coverage.


ARTICLE 8


MISCELLANEOUS


Section 8.01. Nonexclusivity
of Rights. The rights of indemnification, contribution 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 to under applicable law, the Certificate,
the Bylaws, any agreement, a vote of shareholders or a resolution of directors, or otherwise. No right or remedy herein conferred
is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition
to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
right or remedy.


Section 8.02. Insurance
and Subrogation. (a) If, at the time the Company receives notice of a claim hereunder, 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 Company shall thereafter take all necessary or desirable action to cause such insurers
to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.
The failure or refusal of any such insurer to pay any such amount shall not affect or impair the obligations of the Company under
this Agreement.


(b)    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.




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(c)    The
Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement
is provided) hereunder if and to the extent that Indemnitee has actually received such payment under any insurance policy or other
indemnity provision.


Section 8.03. Other
Enterprise. The Company's obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the
request of the Company as a director, officer, trustee, partner, managing member, fiduciary, board of directors' committee member,
employee or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or
advancement of Expenses from such Enterprise.


Section 8.04. Contribution.
To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to
Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred
by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses,
in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and
reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received
by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving rise to such Proceeding; and/or (ii) the
relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s)
and/or transaction(s).


Section 8.05. Duration
of Agreement. This Agreement shall continue until and terminate upon the later of: (a) the statute of limitations applicable
to any claim that could be asserted against an Indemnitee with respect to which Indemnitee may be entitled to indemnification and/or
an advance of Expenses under this Agreement, (b) ten (10) years after the date that Indemnitee shall have ceased to serve as a
director and/or officer of the Company, or (c) the final termination of all pending Proceedings in respect of which Indemnitee
is granted rights of indemnification or advancement of Expenses hereunder or any proceeding commenced by Indemnitee pursuant to
Section 6 of this Agreement.


Section 8.06. Amendment.
This Agreement may not be modified or amended except by a written instrument executed by or on behalf of each of the parties hereto.
No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit, restrict, eliminate or reduce any
right of Indemnitee under this Agreement in respect of any act or omission, or any event occurring, prior to such amendment, alteration
or repeal. To the extent that a change in applicable law, whether by statute or judicial decision, (i) permits greater indemnification,
contribution or advancement of Expenses than would be afforded currently under the Certificate or Bylaws and this Agreement, it
is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change
or (ii) limits rights with respect to indemnification, contribution or advancement of Expenses, it is the intent of the parties
hereto that the rights with respect to indemnification, contribution or advancement of Expenses in effect prior to such change
shall remain in full force and effect to the extent permitted by applicable law.


Section 8.07.
Waivers. The observance of any term of this Agreement may be waived (either generally or in a particular instance and either
retroactively or prospectively) by the party entitled to enforce such term only by a writing signed by the party against which
such waiver is to be asserted. Unless otherwise expressly provided herein, no delay on the part of any party hereto in exercising
any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party hereto
of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder nor shall any single
or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of
any other right, power or privilege hereunder.




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Section 8.08.
Entire Agreement. This Agreement and the documents referred to herein constitute the entire agreement between the parties hereto
with respect to the matters covered hereby, and any other prior or contemporaneous oral or written understandings or agreements
with respect to the matters covered hereby are superseded by this Agreement, provided that this Agreement is a supplement to and
in furtherance of the Certificate and Bylaws of the Company and applicable law, and shall not be deemed a substitute therefor,
nor to diminish or abrogate any rights of Indemnitee thereunder.


Section 8.09.
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
each portion of any Section 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 each portion of any Section 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 8.10. Notices.
All notices, requests, demands and other communications under this Agreement shall be in writing (which may be by facsimile transmission).
All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if
received prior to 5:00 p.m. in the place of receipt and such day is a business day in the place of receipt. Otherwise, any
such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place
of receipt. The address for notice to a party is as follows:


If to the Company:


Red Mountain Resources,
Inc.


2515 McKinney Avenue, Suite
900


Dallas, TX 75201


 


If to the Indemnitee:


[______________]


or such other address as any party shall
have given by written notice to the other party as provided above.


Section 8.11.
Binding Effect. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the
obligations imposed on it hereby in order to induce Indemnitee to serve as a director or officer of the Company, and the Company
acknowledges that Indemnitee is relying upon this Agreement in serving as a director or officer of the Company.


(b)    This
Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors,
assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all
of the business and/or assets of the Company, spouses, heirs, and executors, administrators, personal and legal representatives.
The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise)
to all or substantially all, or a substantial part of the business 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 manner
and to the same extent that the Company would be required to perform if no such succession had taken place.




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(c)    The
indemnification, contribution and advancement of Expenses provided by, or granted pursuant to this Agreement shall continue as
to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, administrators,
legatees and assigns of such a person.


Section 8.12. Governing
Law. 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 Texas, without regard to its conflict of laws rules.


Section 8.13. Consent
To Jurisdiction. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 6.01(a) of this Agreement,
the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or
in connection with this Agreement shall be brought only in the appropriate court of the State of Texas (the “Texas
Court”), and not in any other state or federal court in the United States of America or any court in any other country,
(ii) consent to submit to the exclusive jurisdiction of the Texas Court for purposes of any action or proceeding arising out
of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding
in the Texas Court, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought
in the Texas Court has been brought in an improper or inconvenient forum.


Section 8.14. Period
of Limitations. No legal action shall be brought and no cause of action shall be asserted by or on behalf of the Company (or
any of its subsidiaries) against the Indemnitee, his or her spouse, heirs, executors, personal representatives or administrators
after the expiration of two (2) years from the date of accrual of such cause of action and any claim or cause of action of the
Company (or any of its subsidiaries) shall be extinguished and deemed released unless asserted by the filing of a legal action
within such two (2) year period; provided, however, that if any shorter period of limitation is otherwise applicable to any such
cause of action, such shorter period shall govern.


Section 8.15.
Headings. The Article and Section headings in this Agreement are for convenience of reference only, and shall not be deemed
to alter or affect the meaning or interpretation of any provisions hereof.


Section 8.16. 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. Only one such counterpart signed by the party against whom enforceability
is sought needs to be produced to evidence the existence of this Agreement.


Section 8.17.
Use of Certain Terms. As used in this Agreement, the words “herein,” “hereof,” and “hereunder”
and other words of similar import refer to this Agreement as a whole and not to any particular paragraph, subparagraph, section,
subsection, or other subdivision. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding
masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.


[Signature page follows]




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IN WITNESS WHEREOF, this Agreement has
been duly executed and delivered to be effective as of the date first above written.


	 	RED MOUNTAIN RESOURCES, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 	 
	 	INDEMNITEE
	 	 	 
	 	 
	 	Name: