Exhibit 10.1


 


INDEMNITY AGREEMENT


 


This Indemnity Agreement, dated
as of ___________ ___, 202__ is made by and between AeroFarms, Inc., a Delaware public benefit corporation (the “Company”),
and ___________________, a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service
provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).


 


RECITALS


 


A.            The
Company is aware that competent and experienced persons are increasingly reluctant to serve as representatives of corporations unless
they are protected by comprehensive liability insurance and indemnification, due to increased exposure to litigation costs and risks
resulting from their service to such corporations, and due to the fact that the exposure frequently bears no relationship to the compensation
of such representatives;


 


B.            The
members of the Board of Directors of the Company (the “Board”) have concluded that in order to retain and attract
talented and experienced individuals to serve as representatives of the Company and its Subsidiaries and Affiliates and to encourage
such individuals to take the business risks necessary for the success of the Company and its Subsidiaries and Affiliates, it is necessary
for the Company to contractually indemnify certain of its representatives and the representatives of its Subsidiaries and Affiliates,
and to assume for itself maximum liability for Expenses and Other Liabilities in connection with claims against such representatives
in connection with their service to the Company and its Subsidiaries and Affiliates;


 


C.            Section 145
of the Delaware General Corporation Law (“Section 145”), empowers the Company to indemnify by agreement
its officers, directors, employees and agents, and persons who serve, at the request of the Company, as directors, officers, employees
or agents of other corporations, partnerships, joint ventures, trusts or other enterprises, and expressly provides that the indemnification
provided thereby is not exclusive; and


 


D.            The
Company desires and has requested Indemnitee to serve or continue to serve as a representative of the Company and/or the Subsidiaries
or Affiliates of the Company free from undue concern about inappropriate claims for damages arising out of or related to such services
to the Company and/or the Subsidiaries or Affiliates of the Company.


 


E.            The
Indemnitee may have certain rights to indemnification and/or insurance which are intended to be secondary to the primary obligation of
the Company to indemnify Indemnitee as provided herein, with the Company’s acknowledgment and agreement to the foregoing being
a material condition to Indemnitee’s willingness to serve on the Company’s Board of Directors.


 






    


     


    

 


AGREEMENT


 


NOW, THEREFORE, the parties
hereto, intending to be legally bound, hereby agree as follows:


 


1.             Definitions.


 


(a)           Affiliate.
For purposes of this Agreement, “Affiliate” of the Company means any corporation, partnership, limited liability
company, joint venture, trust or other enterprise in respect of which Indemnitee is or was or will be serving as a director, officer,
trustee, manager, member, partner, employee, agent, attorney, consultant, member of the entity’s governing body (whether constituted
as a board of directors, board of managers, general partner or otherwise), fiduciary, or in any other similar capacity at the request,
election or direction of the Company, and including, but not limited to, any employee benefit plan of the Company or a Subsidiary or
Affiliate of the Company.


 


(b)           Change
in Control. For purposes of this Agreement, “Change in Control” means any event or circumstance where (i) any
 “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
 “Exchange Act”), other than a Subsidiary or a trustee or other fiduciary holding securities under an employee
benefit plan of the Company or Subsidiary, is or becomes the “Beneficial Owner” (as defined in Rule 13d-3 under said
Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s
then outstanding capital stock, (ii) during any period of two consecutive years, individuals who at the beginning of such period
constitute the Board and any new director whose election by the Board or nomination for election by the Company’s stockholders
was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning
of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority
thereof, (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other
than a merger or consolidation that would result in the outstanding capital stock of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted into capital stock of the surviving entity) at least 50%
of the total voting power represented by the capital stock of the Company or such surviving entity outstanding immediately after such
merger or consolidation, or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement
for the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Company’s
assets.


 


(c)           Expenses.
For purposes of this Agreement, “Expenses” means all reasonable and documented direct and indirect costs of
any type or nature whatsoever (including, without limitation, all attorneys’ fees and related disbursements, and other out-of-pocket
costs), paid or incurred by Indemnitee in connection with either the investigation, defense or appeal of, or being a witness or otherwise
involved in, a Proceeding (as defined below), or establishing or enforcing a right to indemnification under this Agreement, Section 145
or otherwise; provided, however, that Expenses shall not include any judgments, fines, taxes (including ERISA or other benefit plan related
excise taxes or penalties) or amounts paid in settlement of a Proceeding.


 


(d)           Indemnifiable
Event. For purposes of this Agreement, “Indemnifiable Event” means any event or occurrence related to Indemnitee’s
service for the Company or any Subsidiary or Affiliate as an Indemnifiable Person (as defined below), or by reason of anything done or
not done, or any act or omission, by Indemnitee in any such capacity.


 






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(e)           Indemnifiable
Person. For the purposes of this Agreement, “Indemnifiable Person” means any person who is or was a director,
officer, trustee, manager, member, partner, employee, attorney, consultant, member of an entity’s governing body (whether constituted
as a board of directors, board of managers, general partner or otherwise) or other agent or fiduciary of the Company or a Subsidiary
or Affiliate of the Company.


 


(f)            Independent
Counsel. For purposes of this Agreement, “Independent Counsel” means legal counsel that has not performed
services for the Company or Indemnitee in the five years preceding the time in question and that would not, under applicable standards
of professional conduct, have a conflict of interest in representing either the Company or Indemnitee.


 


(g)           Independent
Director. For purposes of this Agreement, “Independent Director” means a member of the Board who is not
a party to the Proceeding for which a claim is made under this Agreement.


 


(h)           Other
Liabilities. For purposes of this Agreement, “Other Liabilities” means any and all liabilities of any type
whatsoever (including, but not limited to, judgments, fines, penalties, taxes (including ERISA or other benefit plan related excise taxes
or penalties), and amounts paid in settlement and all interest, taxes, assessments and other charges paid or payable in connection with
or in respect of any such judgments, fines, ERISA (or other benefit plan related) excise taxes or penalties, or amounts paid in settlement).


 


(i)            Proceeding.
For the purposes of this Agreement, “Proceeding” means any threatened, pending, or completed action, suit or
other proceeding, whether civil, criminal, administrative, investigative, legislative or any other type whatsoever, preliminary, informal
or formal, including any arbitration or other alternative dispute resolution and including any appeal of any of the foregoing.


 


(j)            Subsidiary.
For purposes of this Agreement, “Subsidiary” means any entity of which more than 50% of the outstanding voting
securities is owned directly or indirectly by the Company.


 


2.             Agreement
to Serve. The Indemnitee agrees to serve and/or continue to serve as an Indemnifiable Person in the capacity or capacities in which
Indemnitee currently serves the Company as an Indemnifiable Person, and any additional capacity in which Indemnitee may agree to serve,
until such time as Indemnitee’s service in a particular capacity shall end according to the terms of an agreement, the Company’s
Certificate of Incorporation or Bylaws, governing law, or otherwise. Nothing contained in this Agreement is intended to create any right
to continued employment or other form of service for the Company or a Subsidiary or Affiliate of the Company by Indemnitee.


 


3.             Mandatory
Indemnification.


 


(a)           Agreement
to Indemnify. In the event Indemnitee is a person who was or is a party to or witness in or is threatened to be made a party to or
witness in any Proceeding by reason of an Indemnifiable Event, the Company shall indemnify Indemnitee from and against any and all Expenses
and Other Liabilities incurred by Indemnitee in connection with (including in preparation for) such Proceeding to the fullest extent
not prohibited by the provisions of the Company’s Bylaws and the Delaware General Corporation Law (“DGCL”),
as the same may be amended from time to time (but only to the extent that such amendment permits the Company to provide broader indemnification
rights than the Bylaws or the DGCL permitted prior to the adoption of such amendment).


 






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(b)           Exception
for Amounts Covered by Insurance and Other Sources. Notwithstanding the foregoing, the Company shall not be obligated to indemnify
Indemnitee for Expenses or Other Liabilities of any type whatsoever (including, but not limited to judgments, fines, penalties, ERISA
excise taxes or penalties and amounts paid in settlement) to the extent such have been paid directly to Indemnitee (or paid directly
to a third party on Indemnitee’s behalf) by any directors and officers, or other type, of insurance maintained by the Company; provided, however,
that payment made to Indemnitee pursuant to an insurance policy purchased and maintained by Indemnitee at his or her own expense of any
amounts otherwise indemnifiable or obligated to be made pursuant to this Agreement shall not reduce the Company’s obligations to
Indemnitee pursuant to this Agreement.


 


(c)           Company
Obligations Primary. The Company hereby acknowledges that Indemnitee may have rights to indemnification for Expenses and Other Liabilities
provided by a venture capital firm or other sponsoring organization (“Other Indemnitor”). The Company agrees
with Indemnitee that the Company is the indemnitor of first resort of Indemnitee with respect to matters for which indemnification is
provided under this Agreement and that the Company will be obligated to make all payments due to or for the benefit of Indemnitee under
this Agreement without regard to any rights that Indemnitee may have against the Other Indemnitor. The Company hereby waives any equitable
rights to contribution or indemnification from the Other Indemnitor in respect of any amounts paid to Indemnitee hereunder. The Company
further agrees that no reimbursement of Other Liabilities or payment of Expenses by the Other Indemnitor to or for the benefit of Indemnitee
shall affect the obligations of the Company hereunder, and that the Company shall be obligated to repay the Other Indemnitor for all
amounts so paid or reimbursed to the extent that the Company has an obligation to indemnify Indemnitee for such Expenses or Other Liabilities
hereunder.


 


4.             Partial
Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a
portion of any Expenses or Other Liabilities but not entitled, however, to indemnification for the total amount of such Expenses or Other
Liabilities, the Company shall nevertheless indemnify Indemnitee for such total amount except as to the portion thereof for which indemnification
is prohibited by the provisions of the Company’s Bylaws or the DGCL. In any review or Proceeding to determine the extent of indemnification,
the Company shall bear the burden to establish, by clear and convincing evidence, the lack of a successful resolution of a particular
claim, issue or matter and which amounts sought in indemnity are allocable to claims, issues or matters which were not successfully resolved.


 


5.             Liability
Insurance. So long as Indemnitee shall continue to serve the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable
Person and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as
a result of an Indemnifiable Event, the Company shall use reasonable efforts to maintain in full force and effect for the benefit of
Indemnitee as an insured (i) liability insurance issued by one or more reputable insurers and having the policy amount and deductible
deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided
to the Chairman of the Board or the Chief Executive Officer of the Company and (ii) any replacement or substitute policies issued
by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided
to the Chairman of the Board or the Chief Executive Officer of the Company. The purchase, establishment and maintenance of any such insurance
or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement
except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any
way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other
arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent,
including being placed into receivership or entering the federal bankruptcy process, the Company shall use reasonable efforts to maintain
in force any and all insurance policies then maintained by the Company in providing insurance—directors’ and officers’
liability, fiduciary, employment practices or otherwise—in respect of the individual directors and officers of the Company, for
a fixed period of six years thereafter. Such coverage shall be non-cancelable and shall be placed and serviced by the Company’s
incumbent insurance broker or a broker selected by a majority of the Independent Directors.


 






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6.             Mandatory
Advancement of Expenses. If requested by Indemnitee, the Company shall advance prior to the final disposition of the Proceeding all
Expenses incurred by Indemnitee in connection with (including in preparation for) a Proceeding related to an Indemnifiable Event within
(30) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances 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. The right to advances under this section shall in all events continue until final disposition of any Proceeding,
including any appeal therein. Indemnitee hereby undertakes to repay such amounts advanced if, and only if and to the extent that, it
shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement,
the Company’s Bylaws or the DGCL, and no additional form of undertaking with respect to such obligation to repay shall be required.
Indemnitee’s undertaking to repay any Expenses advanced to Indemnitee hereunder shall be unsecured and shall not be subject to
the accrual or payment of any interest thereon. In the event that Indemnitee’s request for the advancement of expenses shall be
accompanied by an affidavit of counsel to Indemnitee to the effect that such counsel has reviewed such Expenses and that such Expenses
are reasonable in such counsel’s view, then such expenses shall be deemed reasonable in the absence of clear and convincing evidence
to the contrary.


 


7.             Notice
and Other Indemnification Procedures.


 


(a)           Notification.
Promptly after receipt by Indemnitee of notice of the commencement of or the threat of commencement of any Proceeding, unless the Company
is a named co-defendant with Indemnitee, Indemnitee shall, if Indemnitee believes that indemnification or advancement of Expenses
with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement
thereof. However, a failure so to notify the Company promptly following Indemnitee’s receipt of such notice shall not relieve the
Company from any liability that it may have to Indemnitee except to the extent that the Company is materially prejudiced in its defense
of such Proceeding as a result of such failure, provided, however, that the Company shall have the burden to prove the existence of such
material prejudice by clear and convincing evidence.


 






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(b)           Insurance
and Other Matters. If, at the time of the receipt of a notice of the commencement of a Proceeding pursuant to Section 7(a) above,
the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such
Proceeding to the issuers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all
reasonable 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 insurance policies. In addition, the Company will instruct the insurers and the Company’s insurance broker
that they may communicate directly with Indemnitee regarding such claim.


 


(c)           Assumption
of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company,
if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by
the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and
legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election
to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated
by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for
any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (A) the employment
of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have notified the Board in writing
that Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of
any such defense, (C) the Company fails to employ counsel to assume the defense of such Proceeding, or (D) after a Change in
Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted
by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing
herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that
any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable
directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel.


 


(d)           Settlement.
The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding
effected without the Company’s written consent; provided, however, that if a Change in Control has occurred subsequent to the date
of this Agreement, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel
has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that
might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable
under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably
withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt
of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of
time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder.
The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties
(including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds
unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if
it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to
such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully discharged.


 






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8.             Determination
of Right to Indemnification.


 


(a)           Success
on the Merits or Otherwise. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any Proceeding
referred to in Section 3(a) above or in the defense of any claim, issue or matter described therein, the Company shall indemnify
Indemnitee against Expenses actually and reasonably incurred in connection therewith.


 


(b)           Indemnification
in Other Situations. In the event that Section 8(a) is inapplicable, the Company shall also indemnify Indemnitee if Indemnitee
has not failed to meet the applicable standard of conduct for indemnification.


 


(c)           Forum.
Indemnitee shall be entitled to select the forum in which determination of whether or not Indemnitee has met the applicable standard
of conduct shall be decided, and such election will be made from among the following:


 


(i)            Those
members of the Board who are Independent Directors even though less than a quorum;


 


(ii)           A
committee of Independent Directors designated by a majority vote of Independent Directors, even though less than a quorum; or


 


(iii)          Independent
Counsel selected by Indemnitee and approved by the Board, which approval may not be unreasonably withheld, which counsel shall make such
determination in a written opinion.


 


If Indemnitee is an officer
or a director of the Company at the time that Indemnitee is selecting the forum, then Indemnitee shall not select Independent Counsel
as such forum unless there are no Independent Directors or unless the Independent Directors agree to the selection of Independent Counsel
as the forum.


 


The selected forum shall be
referred to herein as the “Reviewing Party”. Notwithstanding the foregoing, following any Change in Control subsequent to
the date of this Agreement, the Reviewing Party shall be Independent Counsel selected in the manner provided in c. above.


 






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(d)           Decision
Timing and Expenses. As soon as practicable, and in no event later than thirty (30) days after receipt by the Company of written
notice of Indemnitee’s choice of forum pursuant to Section 8(c) above, the Company and Indemnitee shall each submit to
the Reviewing Party such information as they believe is appropriate for the Reviewing Party to consider. The Reviewing Party shall arrive
at its decision within a reasonable period of time following the receipt of all such information from the Company and Indemnitee, but
in no event later than thirty (30) days following the receipt of all such information, provided that the time by which the Reviewing
Party must reach a decision may be extended by mutual agreement of the Company and Indemnitee. All Expenses associated with the process
set forth in this Section 8(d), including but not limited to the Expenses of the Reviewing Party, shall be paid by the Company.


 


(e)           Delaware
Court of Chancery. Notwithstanding a final determination by any Reviewing Party that Indemnitee is not entitled to indemnification
with respect to a specific Proceeding, Indemnitee shall have the right to apply to the Court of Chancery, for the purpose of enforcing
Indemnitee’s right to indemnification pursuant to this Agreement.


 


(f)            Expenses.
The Company shall indemnify Indemnitee against all Expenses incurred by Indemnitee in connection with any hearing or Proceeding under
this Section 8 involving Indemnitee and against all Expenses and Other Liabilities incurred by Indemnitee in connection with any
other Proceeding between the Company and Indemnitee involving the interpretation or enforcement of the rights of Indemnitee under this
Agreement unless a court of competent jurisdiction finds that each of the material claims of Indemnitee in any such Proceeding was frivolous
or made in bad faith.


 


(g)           Determination
of “Good Faith”. For purposes of any determination of whether Indemnitee acted in “good faith” or acted in
 “bad faith”, Indemnitee shall be deemed to have acted in good faith or not acted in bad faith if in taking or failing
to take the action in question Indemnitee relied on the records or books of account of the Company or a Subsidiary or Affiliate, including
financial statements, or on information, opinions, reports or statements provided to Indemnitee by the officers or other employees of
the Company or a Subsidiary or Affiliate in the course of their duties, or on the advice of legal counsel for the Company or a Subsidiary
or Affiliate, or on information or records given or reports made to the Company or a Subsidiary or Affiliate by an independent certified
public accountant or by an appraiser or other expert selected by the Company or a Subsidiary or Affiliate, or by any other person (including
legal counsel, accountants and financial advisors) as to matters Indemnitee reasonably believes are within such other person’s
professional or expert competence and who has been selected with reasonable care by or on behalf of the Company or a Subsidiary or Affiliate.
In connection with any determination as to whether Indemnitee is entitled to be indemnified hereunder, or to advancement of Expenses,
the Reviewing Party or court shall presume that Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification
or advancement of Expenses, as the case may be, and the burden of proof shall be on the Company to establish, by clear and convincing
evidence, that Indemnitee is not so entitled. The provisions of this Section 8(g) 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. In addition, the knowledge and/or actions, or failures to act, of any other person serving the Company or a Subsidiary
or Affiliate as an Indemnifiable Person shall not be imputed to Indemnitee for purposes of determining the right to indemnification hereunder.


 






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9.             Exceptions.
Any other provision herein to the contrary notwithstanding,


 


(a)           Claims
Initiated by Indemnitee. The Company shall not be obligated pursuant to the terms of this Agreement to indemnify or advance Expenses
to Indemnitee with respect to Proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except
(1) with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement, any other statute
or law, as permitted under Section 145, or otherwise, (2) where the Board has consented to the initiation of such Proceeding,
or (3) with respect to Proceedings brought to discharge Indemnitee’s fiduciary responsibilities, whether under ERISA or otherwise,
but such indemnification or advancement of Expenses may be provided by the Company in specific cases if the Board finds it to be appropriate;
or


 


(b)           Actions
Based on Federal Statutes Regarding Profit Recovery and Return of Bonus Payments. The Company shall not be obligated pursuant to
the terms of this Agreement to indemnify Indemnitee on account of (i) any suit in which judgment is rendered against Indemnitee
by a court of competent jurisdiction in a final adjudication not subject to further appeal for an accounting of profits made from the
purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Exchange Act
or similar provisions of any federal, state or local statutory law, or (ii) any reimbursement of the Company by the Indemnitee of
any bonus or other incentive-based or equity-based compensation or of any profits realized by the 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


 


(c)           Unlawful
Indemnification. The Company shall not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee for Other Liabilities
if such indemnification is prohibited by law as determined by a court of competent jurisdiction in a final adjudication not subject to
further appeal.


 


10.           Non-exclusivity.
The provisions for indemnification and advancement of Expenses set forth in this Agreement shall not be deemed exclusive of any other
rights which Indemnitee may have under any provision of law, the Company’s Certificate of Incorporation or Bylaws, the vote of
the Company’s stockholders or disinterested directors, other agreements, or otherwise, both as to acts or omissions in his or her
official capacity and to acts or omissions in another capacity while serving the Company or a Subsidiary or Affiliate as an Indemnifiable
Person and Indemnitee’s rights hereunder shall continue after Indemnitee has ceased serving the Company or a Subsidiary or Affiliate
as an Indemnifiable Person and shall inure to the benefit of the heirs, executors and administrators of Indemnitee.


 


11.           Severability.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever, (i) the
validity, legality and enforceability of the remaining provisions of the Agreement (including, without limitation, all portions of any
paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid,
illegal or unenforceable) shall not in any way be affected or impaired thereby, and (ii) to the fullest extent possible, the provisions
of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held
to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give
effect to the intent manifested by the provision held invalid, illegal or unenforceable.


 






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12.           Supersession,
Modification and Waiver. This Agreement supersedes any prior indemnification agreement between the Indemnitee and the Company, its
Subsidiaries or its Affiliates. If the Company and Indemnitee have previously entered into an indemnification agreement providing for
the indemnification of Indemnitee by the Company, parties entry into this Agreement shall be deemed to amend and restate such prior agreement
to read in its entirety as, and be superseded by, this Agreement. 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 provision hereof (whether or not similar) and except as expressly provided herein, no such
waiver shall constitute a continuing waiver.


 


13.           Successors
and Assigns. The terms of this Agreement shall bind, and shall inure to the benefit of, and be enforceable by the parties hereto
and their respective successors (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), assigns, spouses, heirs and personal and legal representatives. In addition,
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 and indemnify Indemnitee to the fullest extent permitted by
law.


 


14.           Notice.
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (i) if
delivered by hand and a receipt is provided by the party to whom such communication is delivered, (ii) if mailed by certified or
registered mail with postage prepaid, return receipt requested, on the signing by the recipient of an acknowledgement of receipt form
accompanying delivery through the U.S. mail, (iii) by personal service by a process server, or (iv) by delivery to the recipient’s
address by overnight delivery (e.g., FedEx, UPS or DHL) or other commercial delivery service. Addresses for notice to either party are
as shown on the signature page of this Agreement, or as subsequently modified by written notice complying with the provisions of
this Section 14. Delivery of communications to the Company with respect to this Agreement shall be sent to the attention of the
Company’s Chief Legal Officer.


 


15.           No
Presumptions. For purposes of this Agreement, the termination of any Proceeding, by judgment, order, settlement (whether with or
without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption
that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification
is not permitted by applicable law or otherwise. In addition, neither the failure of the Company or a Reviewing Party to have made a
determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination
by the Company or a Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement
of Proceedings by Indemnitee to secure a judicial determination by exercising Indemnitee’s rights under Section 8(e) of
this Agreement shall be a defense to Indemnitee’s claim or create a presumption that Indemnitee has failed to meet any particular
standard of conduct or did not have any particular belief or is not entitled to indemnification under applicable law or otherwise. Additionally,
any admission of liability by the Company in connection with any settlement by the Company with a regulatory agency shall not, of itself,
create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has
determined that indemnification is not permitted by applicable law or otherwise.


 






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16.           Survival
of Rights. The rights conferred on Indemnitee by this Agreement shall continue after Indemnitee has ceased to serve the Company or
a Subsidiary or Affiliate of the Company as an Indemnifiable Person and shall inure to the benefit of Indemnitee’s heirs, executors
and administrators.


 


17.           Subrogation
and Contribution. (a) Except as otherwise expressly provided in this Agreement, in the event of payment under this Agreement,
the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all documents
required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce
such rights.


 


(a)           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 or on behalf of
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 cause 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).


 


18.           Specific
Performance, Etc. The parties recognize that if any provision of this Agreement is violated by the Company, Indemnitee may be
without an adequate remedy at law. Accordingly, in the event of any such violation, Indemnitee shall be entitled, if Indemnitee
so elects, to institute Proceedings, either in law or at equity, to obtain damages, to enforce specific performance, to enjoin such violation,
or to obtain any relief or any combination of the foregoing as Indemnitee may elect to pursue.


 


19.           Counterparts.
This Agreement may be executed in 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.


 


20.           Headings.
The headings of the sections and 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 or interpretation thereof.


 






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


 


22.           Consent
to Jurisdiction. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State of Delaware
for all purposes in connection with any Proceeding which arises out of or relates to this Agreement.


 


[Signature Page Follows]


 






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The parties hereto have entered
into this Indemnity Agreement effective as of the date first above written.


 


	 	AEROFARMS, INC.:




 


	 	By:	 
	 	Its:	 




 


	 	INDEMNITEE:



 


	 	 	 
	 	Address:	 
	 	 	 
	 	 	 




 


[Signature Page to Indemnification
Agreement]