INDEMNIFICATION AGREEMENT


 


THIS INDEMNIFICATION AGREEMENT (this
“Agreement”) is made effective as of as of _____________, between LivePerson, Inc., a Delaware corporation (the “Company,”
which for the purposes of this Agreement shall include any Subsidiary, as defined herein), and the person named as Indemnitee on
the signature page hereto (the “Indemnitee”).


 


WHEREAS, the Company desires to attract
and retain highly qualified individuals, such as the Indemnitee, to serve the Company;


 


WHEREAS, the Company desires to retain the
Indemnitee to provide services to it;


 


WHEREAS, the Company and the Indemnitee
recognize the significant risk of personal liability for Agents (as defined herein) that arises from corporate litigation practices;


 


WHEREAS, the Company and the Indemnitee
further recognize that liability insurance for the Company’s Agents, when available, is often available only at significant
expense and provides for coverage of limited scope, and that competent and experienced persons are often unable or unwilling to
serve as Agents unless they are protected by comprehensive liability insurance or indemnification;


 


WHEREAS, the Indemnitee is willing to serve
the Company, subject to certain conditions, including execution and delivery of this Agreement by the Company, in order to furnish
the Indemnitee the indemnity provided for herein;


 


WHEREAS, the Company’s amended and
restated Certificate of Incorporation, as in effect on the date hereof (the “Charter”), and its amended and restated
By-Laws, as in effect on the date hereof (the “By-laws”), do not prohibit or restrict contracts between the Company
and its Agents with respect to indemnification of such Agents; and


 


WHEREAS, in view of such considerations,
the Company desires to provide, independent from the indemnification to which the Indemnitee is otherwise entitled by law and under
the Charter and By-Laws, indemnification and the Expense Advances (as defined herein) to the Indemnitee, all as set forth in this
Agreement and to the maximum extent permitted by law.


 


NOW, THEREFORE, to induce the Indemnitee
to serve the Company and in consideration of the mutual covenants and agreements set forth in this Agreement, as well as other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Indemnitee hereby
agree as follows:


 



    	 



    	 



    

 


1. Definitions.
For the purposes of this Agreement,


 


(a) Agent.
“Agent” means any person who (i) is or was a director, officer, employee, trustee or other agent or fiduciary of
the Company; (ii) is or was serving at the request, for the convenience, or to represent the interests of the Company or a
Company employee benefit plan, its participants or its beneficiaries, as a director, officer, employee, trustee or other
agent or fiduciary of another corporation, limited liability company, partnership, joint venture, trust or other entity
(including, without limitation, any employee benefit plan); or (iii) was a director, officer, employee, trustee or other
agent or fiduciary of a corporation, limited liability company, partnership, joint venture, trust or other entity which was a
predecessor of the Company, or was a director, officer, employee, trustee or other agent or fiduciary of any other such
entity at the request of such predecessor; it being agreed and understood that the use of the term “Agent” shall
not be construed to alter the legal relationship between an Agent, as defined herein, and the Company.


 


(b) Change in Control.
“Change in Control” means that, after the date of this Agreement, any of the following shall occur: (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 “Act”)), other than a trustee or other fiduciary holding securities under an employee benefit plan of the
Company acting in such capacity or a corporation owned directly or indirectly by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company, becomes the “beneficial owner” (as
defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing more than 50% of the
total voting power represented by the Company’s then outstanding voting securities; (ii) during any period of two
consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company (the
“Board”) cease to be a majority thereof (otherwise than through death, disability or retirement in accordance
with the Company’s normal retirement policies, or with the approval of the Board at the beginning of such period);
(iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, limited
liability company, partnership, joint venture, trust or other entity, other than a merger or consolidation which would result
in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving entity) at least 50% of the total voting power
represented by the voting securities of the Company or such surviving entity outstanding immediately after such a merger or
consolidation; or (iv) the stockholders of the Company approve a plan of complete or substantial liquidation of the
Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of related
transactions) all or substantially all of the Company’s assets.


 


(c) Claim.
“Claim” means any threatened, pending or completed action, suit, proceeding or alternative dispute resolution
mechanism, or any hearing, inquiry or investigation, whether conducted by the Company or any other party, which the
Indemnitee believes in good faith might lead to the institution of any such action, suit, proceeding, alternative dispute
resolution mechanism, hearing, inquiry or investigation, whether civil, criminal, administrative, investigative or any other
type whatsoever, with respect to an Indemnifiable Event.


 


(d) Company.
“Company” means LivePerson, Inc. and any constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or merger to which LivePerson, Inc. (or any of its wholly owned Subsidiaries) is a party which,
if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees,
trustees or other agents or fiduciaries, so that if the Indemnitee is or was a director, officer, employee, trustee or other
agent or fiduciary of such constituent corporation, or is or was serving at the request of such constituent corporation as a
director, officer, employee, trustee or other agent or fiduciary of another corporation, partnership, joint venture, employee
benefit plan, trust or other enterprise, the Indemnitee shall stand in the same position under the provisions of this
Agreement with respect to the resulting or surviving corporation as the Indemnitee would have with respect to such
constituent corporation if its separate existence had continued.


 



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(e) Expense
Advance. “Expense Advance” means a payment to the Indemnitee of Expenses in advance of the settlement of or
final judgment on any Claim.


 


(f) Expenses.
“Expenses” means all costs and liabilities of any type or nature whatsoever (including, without limitation, all
attorneys’ fees and related disbursements and other out-of-pocket costs, judgments, fines, penalties and amounts paid
in settlements) paid or incurred by or imposed upon the Indemnitee in the investigation, defense, settlement or appeal of, or
otherwise in connection with, a Claim (including, without limitation, being a witness) or in establishing or enforcing a
right to indemnification under this Agreement, the Charter or By-Laws, Section 145 of the General Corporation Law of the
State of Delaware (the “DGCL”) or otherwise, and any federal, state, local or foreign taxes imposed on the
Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement.


 


(g) Indemnifiable Event.
“Indemnifiable Event” means any event or occurrence related to the fact that the Indemnitee is or was a director, officer,
employee, trustee or other agent or fiduciary of the Company, or any Subsidiary, or is or was serving at the request of the Company
as a director, officer, employee, trustee or other agent or fiduciary of another corporation, partnership, joint venture, trust
or other enterprise, or by reason of any action or inaction on the part of the Indemnitee while serving in such capacity.


 


(h) Independent Legal
Counsel. “Independent Legal Counsel” means an attorney or firm of attorneys, selected in accordance with the
provisions of Section 8(a) herein, whether or not in the event of a Change in Control.


 


(i) Potential Change in
Control. “Potential Change in Control” means that after the date of this Agreement any of the following shall
occur: (i) any person or entity publicly announces an intention to take or to consider taking actions which, if consummated,
might result in a Change in Control or (ii) the Board adopts a resolution to the effect that, for purposes of this Agreement,
a Potential Change in Control has occurred.


 


(j) Reviewing Party.
“Reviewing Party” means the person or body appointed by the Board pursuant to Section 11(d) herein and in
accordance with applicable law, which person or body shall be either members of the Board who are not interested in the
particular Claim or Independent Legal Counsel; provided, however, that if there has been a Change in Control or
Potential Change in Control, the Reviewing Party shall be Independent Legal Counsel.


 


(k) Subsidiary.
“Subsidiary” means any corporation, limited liability company, partnership, joint venture, trust or other entity
of which more than 50% of the outstanding voting securities are owned, directly or indirectly, by the Company, by the Company
and one or more other Subsidiaries, or by one or more other Subsidiaries.


 



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2. Agreement
to Serve. The Indemnitee agrees to serve or to continue to serve the Company as an Agent, at its will (or under separate
agreement if such agreement exists), in the capacity in which the Indemnitee serves or has been requested to serve by the
Company, so long as the Indemnitee is duly appointed or elected and qualified in accordance with the Charter and By-Laws, or
until such time as the Indemnitee tenders the Indemnitee’s resignation in writing, provided, however,
that nothing contained in this Agreement is intended to create any right to continued service by the Indemnitee.


 


3. Basic
Indemnification. Subject to the terms of this Agreement:


 


(a) Claims Other than
Derivative Claims in Favor of the Company. As to all Claims other than derivative Claims in favor of the Company, the
Company shall indemnify the Indemnitee against all Expenses to the fullest extent permitted by applicable law.


 


(b) Derivative Claims for
Judgment in Favor of the Company. As to all derivative Claims in favor of the Company, the Company shall indemnify the
Indemnitee against all Expenses to the fullest extent permitted by applicable law; provided that, no indemnification
shall be made as to such derivative Claim if the Indemnitee has been finally adjudged to be liable to the Company in
connection with such Claim or any claim, issue or matter therein, unless and only to the extent that the Court of Chancery of
Delaware or the court in which the Claim was brought shall determine that, despite the adjudication of liability but in view
of all the facts and circumstances, the Indemnitee is fairly and reasonably entitled to indemnity for such Expenses which the
Court of Chancery or such other court shall deem proper.


 


(c) Standard of Conduct
Required for Entitlement to Basic Indemnification. The Indemnitee shall be entitled to indemnification under Sections
3(a) and (b) herein if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not
opposed to the best interests of the Company; provided that, in the case of any criminal action or proceeding, the
Indemnitee had no reasonable cause to believe the Indemnitee’s conduct was unlawful and, in the case of Section 3(b)
hereof, subject further to the exclusion set forth therein. The termination of any Claim by judgment, order, settlement
(whether with or without court approval), conviction or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that (i) the Indemnitee did not act in good faith and in a manner which the Indemnitee
reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Indemnitee had reasonable cause to
believe that the Indemnitee’s conduct was unlawful or (iii) a court determined that indemnification is not permitted by
applicable law or pursuant to Section 3(b) herein. In addition, neither the failure of any Reviewing Party to have made a
determination as to whether the Indemnitee has met the standard of conduct set forth in this Section 3(c) or had any
particular belief, nor an actual determination by any Reviewing Party that the Indemnitee has not met such standard of
conduct or did not have such belief, shall be a defense to the Indemnitee’s right to indemnification or create a
presumption that the Indemnitee did not meet any particular standard of conduct or did not have any particular belief. If the
Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best
interest of the participants and beneficiaries of an employee benefit plan, the Indemnitee shall be deemed to have acted in a
manner in or not opposed to the best interests of the Company.


 



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(d) Success on the
Merits. To the extent that the Indemnitee has been successful on the merits or otherwise (including, without limitation,
dismissal or withdrawal of a Claim with or without prejudice) in defense of any Claim or in defense of any claim, issue or
matter therein, the Company shall indemnify the Indemnitee against Expenses in connection with such Claim to the fullest
extent permitted by applicable law.


 


4. Additional
Indemnification Rights. The Company further agrees to indemnify the Indemnitee in connection with any Claim and to make
Expense Advances to the Indemnitee, in each case to the fullest extent as may be provided for under the Charter, By-Laws or
applicable law, vote of either the Company’s stockholders or its disinterested directors, notwithstanding that any such
indemnification or Expense Advance is not specifically authorized by the other provisions of this Agreement. It is the intent
of the parties hereto that (i) in the event of any change, after the date of this Agreement, in any applicable law, statute
or rule which expands the right of a Delaware corporation to indemnify or make Expense Advances to an Agent to a greater
degree than would be afforded currently under the Charter, By-Laws, pursuant to a vote of either the Company’s
stockholders or its disinterested directors, and this Agreement, the Indemnitee shall enjoy by virtue of this Agreement, the
greater benefits afforded by such change; (ii) in the event of any change, after the date of this Agreement, in any
applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify or make Expense Advances to an
Agent to a greater degree than would be afforded currently under the Charter, By-Laws or applicable law, pursuant to a vote
of either the Company’s stockholders or its disinterested directors and this Agreement, such change, to the extent not
otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or
the parties’ rights and obligations hereunder, except as set forth in Section 5(a) herein; and (iii) this Agreement be
interpreted and enforced so as to provide indemnification and Expense Advances under such circumstances as set forth in this
Agreement, if any, in which the providing of indemnification or Expense Advances would otherwise be
discretionary. Notwithstanding the foregoing, no Expense Advance under this Agreement shall be made in violation of Section
402 of the Sarbanes-Oxley Act of 2002.


 


5. Exclusions.
Any other provision of this Agreement to the contrary notwithstanding, the Company shall not be obligated to indemnify or
provide Expenses Advances to the Indemnitee:


 


(a) to the extent any such
indemnification or Expense Advance would be prohibited under applicable law, statute or rule; or


 


(b) to the extent that the
Indemnitee actually received from any other source (including an insurer) amounts otherwise payable hereunder;


 


(c) to the extent that Claims
are initiated or brought voluntarily by the Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with
respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any
other agreement or insurance policy or under the Charter or By-laws now or hereafter in effect relating to Claims for
Indemnifiable Events, (ii) in specific cases, if the Board has approved the initiation or bringing of such Claim or (iii) as
otherwise required under Section 145 of the DGCL, regardless of whether the Indemnitee ultimately is determined to be
entitled to such indemnification, Expense Advances, or insurance recovery, as the case may be;


 



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(d) to the extent that any
Expenses are incurred by the Indemnitee with respect to any action instituted (i) by the Indemnitee to enforce or interpret
this Agreement, if a court having jurisdiction over such action makes a final judicial determination (as to which all rights
of appeal therefrom have been exhausted or have lapsed) that each of the material assertions made by the Indemnitee as a
basis for such action was not made in good faith or was frivolous or (ii) by or in the name of the Company to enforce or
interpret this Agreement, if a court having jurisdiction over such action makes a final judicial determination (as to which
all rights of appeal therefrom have been exhausted or have lapsed) that each of the material defenses asserted by the
Indemnitee in such action was made in bad faith or was frivolous;


 


(e) for Expenses and the payment
of profits arising from the purchase and sale by the Indemnitee of securities in violation of Section 16(b) of the Act or any similar
successor statute;


 


provided that, notwithstanding the foregoing provisions
of this Section 5, the Indemnitee shall be entitled under Section 6 herein to receive Expense Advances with respect to any Claim
unless and until a court having jurisdiction over such Claim shall have made a final determination (as to which all rights of appeal
therefrom shall have been exhausted or lapsed) that the Indemnitee is prohibited from receiving indemnification with respect thereto.


 


6. Expense
Advances. Within five business days of receipt by the Company of an undertaking (the “Undertaking”),
substantially in the form attached hereto as Exhibit 1, by or on behalf of the Indemnitee to repay the amount of any
Expense Advance with respect to any Claim if and to the extent that it shall ultimately be determined that the Indemnitee is
not entitled to indemnification for such amount, the Company shall make Expense Advances to the Indemnitee to the fullest
extent permitted by applicable law. The Undertaking shall be unsecured and shall bear no interest.


 


7. Non-Exclusivity;
Continuation. The indemnification and Expense Advances pursuant to this Agreement shall not be deemed exclusive of any
other rights to which the Indemnitee may be entitled under the Charter or By-Laws, pursuant to any vote of the
Company’s stockholders or its disinterested directors, or under any other agreement, any law or otherwise, both as to
actions in the Indemnitee’s official capacity and as to actions in another capacity while an Agent. All agreements and
obligations of the Company contained in this Agreement shall continue as to the Indemnitee while the Indemnitee is an Agent
and after the Indemnitee has ceased to be an Agent.


 


8. Change
in Control; Potential Change in Control.


 


(a) The Company agrees that if
there is a Change in Control, then with respect to all matters concerning the rights of the Indemnitee to indemnification and
Expense Advances under this Agreement, the Charter or By-Laws, pursuant to any vote of the Company’s stockholders or
its disinterested directors, under any other agreement, any law or otherwise, the Company shall seek legal advice only from
Independent Legal Counsel. For all purposes of this Agreement, such Independent Legal Counsel shall be such person or firm
selected by the Indemnitee and approved by the Company (which approval shall not be unreasonably withheld) which has not
otherwise performed services for the Company or the Indemnitee within the prior three years (other than in connection with
such matters). The Independent Legal Counsel shall, among other things, render its written opinion to the Company and the
Indemnitee as to whether and to what extent the Indemnitee is permitted to be indemnified and receive Expense Advances. The
Company agrees to pay the reasonable fees and expenses of the Independent Legal Counsel relating to its engagement pursuant
to this Agreement.


 



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(b) In the event of a Potential
Change in Control, the Company may, in its sole discretion, create a trust for the benefit of the Indemnitee and from time to time
fund such trust in such amounts as the Board may determine to satisfy Expenses reasonably anticipated or proposed to be incurred
or paid from time to time in connection with any Claims. The terms of any trust established pursuant hereto shall provide that
upon a Change in Control (i) the trust shall not be revoked or the principal thereof invaded, without the written consent of the
Indemnitee, (ii) the trustee shall advance (solely to the extent of trust assets), within two business days of a request by the
Indemnitee, all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the trust under the circumstances under
which the Indemnitee would be required to reimburse the Company under Section 6 herein), (iii) the trustee shall promptly pay (solely
to the extent of trust assets) to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant
to this Agreement or otherwise and (iv) all unexpended funds in such trust shall revert to the Company upon a final determination
by the Reviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified
or is not entitled to be indemnified under the terms of this Agreement as to all Claims. The trustee shall be a person or entity
reasonably satisfactory to the Indemnitee. Nothing in this Section 8(b) shall relieve the Company of any of its obligations under
any other provision of this Agreement.


 


9. Partial
Indemnification. If the Indemnitee is entitled under any provision of this Agreement or otherwise to indemnification or
Expense Advances by the Company for a portion, but not all, of any Expenses incurred by the Indemnitee, the Company shall
indemnify or provide Expense Advances to the Indemnitee, as the case may be, for the portion thereof to which the Indemnitee
is entitled.


 


10. Contribution.
If indemnification is unavailable by reason of a court decision described in Section 11(e) herein based on grounds other than
that set forth in Section 5(a) herein, then in respect of any Claim in which the Company is jointly liable with the
Indemnitee (or would be if joined in such Claim), the Company shall contribute to the amount of the Indemnitee’s
Expenses in such proportion as is appropriate to reflect (i) the relative benefits received by the Company on the one hand,
and by the Indemnitee on the other hand, from the transaction from which such Claim arose, and (ii) the relative fault of the
Company on the one hand, and of the Indemnitee on the other hand, in connection with the events which resulted in such
Expenses, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand, and of
the Indemnitee on the other hand, shall be determined by reference to, among other things, the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Expenses.
The Company agrees that it would not be just and equitable if contribution pursuant to this Section 10 were determined by pro
rata allocation or any other method of allocation which does not take account of the foregoing equitable considerations.


 



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11. Procedures.


 


(a) Timing of Payments.
All payments of Expenses (including, without limitation, Expense Advances) by the Company to the Indemnitee pursuant to this
Agreement shall be made to the fullest extent permitted by law as soon as practicable after written demand by the Indemnitee
therefor is presented to the Company, but in no event later than thirty (30) business days after such written demand by the
Indemnitee is presented to the Company, except in the case of Expense Advances, which shall be made no later than ten (10)
business days after such written demand by the Indemnitee is presented to the Company.


 


(b) Notice. Promptly
after receipt by the Indemnitee of notice of the commencement, or the threat of commencement, of any Claim, the Indemnitee
shall, if the Indemnitee believes that indemnification or Expense Advances with respect thereto may be sought from the
Company by the Indemnitee pursuant to this Agreement, notify the Company of the commencement or threat of commencement
thereof, which notice may, but need not, be substantially in the form attached hereto as Exhibit 2. Any failure of the
Indemnitee to provide such notice to the Company shall not, however, relieve the Company of any liability which it may have
to the Indemnitee unless and to the extent such failure materially prejudices the interests of the Company. If, at the time
it receives such notice from the Indemnitee, the Company has directors’ and officers’ liability insurance in
effect, the Company shall give prompt notice of the commencement, or the threat of commencement, of such Claim to the
insurers in accordance with the procedures set forth in the respective applicable insurance policies. The Company shall
thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts
payable as a result of such Claim in accordance with the terms of such policies; provided that no such payments by
such insurers shall relieve the Company of any liability or obligation which it may have to the Indemnitee, except as and to
the extent expressly provided under this Agreement.


 


(c) Assumption of
Defense. If the Company shall be obligated to pay Expenses arising in connection with any Claim against the Indemnitee,
the Company shall be entitled to assume the defense of such Claim, with counsel approved by the Indemnitee (whose approval
shall not be unreasonably withheld), upon the delivery to the Indemnitee of notice of its election to do so. After delivery
of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will
not be liable to the Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by the
Indemnitee with respect to the same Claim; provided that (i) the Indemnitee shall have the right to employ the
Indemnitee’s own counsel in connection with any Claim at the Indemnitee’s expense; (ii) if (A) the employment of
counsel by the Indemnitee shall have been previously authorized by the Company, (B) the Indemnitee shall have reasonably
concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of such defense, or
(C) the Company shall not, in fact, have employed counsel to assume the defense of such Claim, in each such case the fees and
expenses of the Indemnitee’s counsel shall be paid by the Company, it being agreed and understood that the Company
shall only be required to pay the fees and expenses of one separate counsel (including local counsel); and (iii) the Company
shall not settle any Claim in any manner which would impose any penalty, limitation or unindemnified Expense on the
Indemnitee without the Indemnitee’s consent.


 



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(d) Determination of
Entitlement to Indemnification. In the event of any demand by the Indemnitee for indemnification under this Agreement or
otherwise, the Board shall promptly designate a Reviewing Party. The Reviewing Party shall determine that indemnification is
proper if it finds that the Indemnitee has met the required standard of conduct set forth in Section 3(c) herein and that
indemnification is not prohibited pursuant to Section 5 herein. If the Reviewing Party is more than one member of the Board,
it shall act by a majority vote. If the Reviewing Party is Independent Legal Counsel, the determination of the Reviewing
Party shall be rendered in the form of a written legal opinion. Subject to Sections 11(e) and 12 herein, any indemnification
under Sections 3 and 4 herein (unless ordered by a court or pursuant to Section 3(d) herein) shall be made by the Company
only as authorized in the specific case and upon the determination of the Reviewing Party that the Indemnitee is entitled to
indemnification in the circumstances because the Indemnitee has met the standard of conduct set forth in Section 3(c) herein
and that indemnification is not prohibited pursuant to Section 5 herein. The Indemnitee’s demand for indemnification
shall create a presumption that the Indemnitee is entitled to indemnification and the Reviewing Party shall have 30 days from
the date of receipt of the Indemnitee’s demand in which to render in writing and deliver to the Indemnitee its
determination. If the Reviewing Party makes no timely determination, the Reviewing Party shall be deemed to have determined
that the Indemnitee is entitled to the indemnification demanded. If the Reviewing Party determines, which determination shall
be based upon clear and convincing evidence sufficient to rebut the aforesaid presumption of entitlement, that the Indemnitee
is not entitled to indemnification, in whole or in part, in the circumstances because the Indemnitee has not met the standard
of conduct set forth in Section 3(c) herein or because the indemnification is prohibited pursuant to Section 5 herein, the
Indemnitee shall (i) be entitled to obtain a favorable determination or to appeal such negative determination in the manner
provided in Sections 11(e) and 12 herein and (ii) not be required to reimburse the Company for any Expense Advances or
Expenses theretofore paid to or on behalf of the Indemnitee until a final determination has been made with respect to the
Indemnitee’s legal entitlement to indemnification (as to which all rights of appeal therefrom shall have been exhausted
or shall have lapsed).


 


(e) Indemnitee’s Rights
on Unfavorable Determination. Notwithstanding a determination by a Reviewing Party or any forum listed in Section 12 herein
that the Indemnitee is not entitled to indemnification with respect to a specific Claim, or any claim, issue or matter therein,
the Indemnitee shall have the right to apply to the Court of Chancery of Delaware or any other court of competent jurisdiction
for the purpose of determining and enforcing the Indemnitee’s right to indemnification pursuant to this Agreement or otherwise,
and the Company hereby consents to service of process and agrees to appear in any such proceeding. Such court shall find that the
Indemnitee is entitled to indemnification unless the Company shall prove by clear and convincing evidence that (i) the Indemnitee
did not meet the applicable standard of conduct required to entitle the Indemnitee to such indemnification or that indemnification
is prohibited pursuant to Section 5 herein, and (ii) the requirements of Section 3(d) herein have not been met.


 



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12. Appeal
of a Reviewing Party’s Determination of No Right to Indemnification.


 


(a) The Indemnitee shall be
entitled to select from the following alternatives a forum in which the validity of a Reviewing Party’s determination
that the Indemnitee is not entitled to indemnification will be heard, which forum shall determine that the Indemnitee is
entitled to such indemnification unless such forum determines that there is clear and convincing evidence that (i) the
Indemnitee did not meet the applicable standard of conduct required to entitle the Indemnitee to such indemnification or that
indemnification is prohibited pursuant to Section 5 herein, and (ii) the requirements of Section 3(d) herein have not been
met:


 


(A) those members of
the Board who are disinterested parties with respect to the Claim, acting by a majority vote;


 


(B) Independent Legal
Counsel, in the form of a written opinion; or


 


(C) those stockholders
of the Company who are disinterested parties with respect to the Claim, acting by a majority vote.


 


(b) As soon as practicable, and
in no event later than 30 days after notice of the Indemnitee’s choice of forum pursuant to Section 12(a) herein, the Company
shall, at its own expense, submit to the selected forum in such manner as the Indemnitee or the Indemnitee’s counsel may
reasonably request, the basis for the determination that the Indemnitee is not entitled to indemnification, and the Company shall
act in good faith to assure the Indemnitee a complete opportunity to defend against and appeal such determination.


 


13. Binding
Effect; Successors and Assigns. This Agreement shall bind and inure to the benefit of the successors, heirs, personal and
legal representatives and assigns of the parties hereto, including any direct or indirect successor by purchase, merger,
consolidation or otherwise to all, substantially all or a substantial part of the business or assets of the Company. The
Company shall require and cause any successor (whether direct or indirect, and whether by purchase, merger, consolidation or
otherwise) to all, substantially all or a substantial part of the business or assets of the Company, by written agreement in
form and substance satisfactory to the Indemnitee (acting reasonably), 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.


 


14. Expenses
and Expense Advances to Enforce the Agreement. It is the intent of the Company that the Indemnitee shall not be required
to incur any Expenses arising from any effort to enforce the Indemnitee’s rights under this Agreement, because
incurring such Expenses would substantially detract from the benefits intended to be extended to the Indemnitee hereunder.
Accordingly, if it should appear to the Indemnitee, that the Company has failed to comply with any of its obligations under
this Agreement or if the Company or any other person or entity (other than the Court of Chancery of Delaware or any other
court of competent jurisdiction in a final determination, as which all rights of appeal therefrom shall have been exhausted
or shall have lapsed) takes any action to declare this Agreement or any provision hereof void or unenforceable, or institutes
any action, suit or proceeding designed (or having the effect of being designed) to deny or recover from the Indemnitee the
benefits intended to be provided to the Indemnitee hereunder, the Company hereby irrevocably authorizes the Indemnitee from
time to time to retain counsel of the Indemnitee’s choice to represent the Indemnitee in connection with the
enforcement of the Indemnitee’s rights under this Agreement. If the Indemnitee is successful in whole or in part in
enforcing the Indemnitee’s rights under this Agreement, the Company shall pay and be solely responsible for any and all
costs and liabilities (including, without limitation, all reasonable attorneys’ fees and expenses incurred by the
Indemnitee in connection therewith.


 



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15. Insurance;
Other Indemnification.


 


(a) To the extent that the
Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents
of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise for
which such person serves at the request of the Company, Indemnitee shall be an insured under such policy or policies in
accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee
or agent under such policy or policies.


 


(b) The Company shall not be
liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement is provided
hereunder) hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance
policy, the Charter, the By-laws, contract, agreement or otherwise.


 


(c) The Company’s
obligation to indemnify or make an Expense Advance hereunder to Indemnitee who is or was serving at the request of the
Company as a director, officer, employee or agent of any other corporation, limited liability company, partnership, joint
venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as
indemnification or advancement of expenses from such other corporation, limited liability company, partnership, joint
venture, trust, employee benefit plan or other enterprise.


 


16. Notices.
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly
given (i) when delivered by hand or (ii) if mailed by certified or registered mail with postage prepaid, on the third
business day after the mailing date. Addresses for notice to either party shall be as shown on the signature page of this
Agreement or as subsequently modified by the addressee by such written notice.


 


17. 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 paragraph 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, (ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions
of any paragraph 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 and (iii) to the fullest extent possible, any such provision held to be
invalid, illegal or unenforceable shall be reformed so as to be valid, legal and enforceable and to give effect to the intent
manifested by such provision.


 



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18. Modifications,
Amendments, and Waivers. No modification or amendment of this Agreement, or waiver of any of the provisions hereof, shall
be binding unless executed in writing by both of the parties hereto, in the case of a modification or amendment, or by the
waiving party, in the case of a waiver. No waiver of any such provision shall be deemed to constitute a waiver of such
provision on any other occasion or a waiver of any other provision.


 


19. Consent
to Jurisdiction. The Company and the Indemnitee each hereby irrevocably consent to the non-exclusive jurisdiction of any
New York State Court or any United States federal court sitting in the Borough of Manhattan in the City of New York for any
purpose in connection with any action or proceeding which arises out of or relates to this Agreement.


 


20. Governing
Law. This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of or relating
in any way whatsoever to this Agreement (whether in contract, tort or otherwise) shall be governed by, the law of the State
of Delaware.


 


21. Subrogation.
In the event of payment by the Company under this Agreement, the Company shall be subrogated to the extent of such payment to
all of the rights of recovery of the Indemnitee, who agrees, at the sole expense of the Company, to execute all papers
reasonably required and to do all other acts and things that may be reasonably necessary on the part of the Indemnitee to
secure such rights, including, without limitation, the execution of documents necessary to enable the Company to bring suit
to enforce such rights.


 


22. Integration
and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes and
merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter
hereof; provided that, in the event the Indemnitee has entered into a separate agreement with respect to employment
with the Company, the rights granted hereunder shall be in addition to the rights granted under any such employment agreement
and in the event of any inconsistency between the terms of this Agreement and the terms of any such employment agreement with
respect to the subject matter hereof, the terms hereof shall control.


 


23. No
Construction as Employment Agreement. In the case of any Indemnitee who is an employee of the Company, nothing contained
in this Agreement shall be construed as giving the Indemnitee any right to be retained in the employ of the Company or
affiliated entities.


 


24. Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.


 



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IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date first above written.


 


	LIVEPERSON, INC.	 	INDEMNITEE
	 	 	 	 
	By:	 	 	 
	 	 	 	 
	 	Name:	 	Name: 
	 	 	 	 
	 	Title:	 	Address: 
	 	 	 	 
	 	475 10th Avenue, 5th Floor	 	 
	 	New York, NY  10018	 	 


 



    	- 13 -



    	 



    

 


Exhibit 1


 


UNDERTAKING


 


1.      This Undertaking is submitted pursuant
to the Indemnification Agreement dated as of ___________, between LivePerson, Inc., a Delaware corporation (the “Company”),
and the undersigned (the “Agreement”). Capitalized terms used but not defined herein shall have the respective meanings
set forth in the Agreement.


 


2.      I am requesting certain Expense Advances
in connection with a Claim.


 


3.      I hereby undertake to repay such Expense
Advances if it shall ultimately be determined that I am not entitled to be indemnified by the Company therefor under the Agreement
or otherwise.


 


4.      The Expense Advances are, in general,
all related to (attach additional pages if necessary):


 


	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 


 


	 	Signed:  	 
	 	 	 
	 	Dated:	 


 



    	 



    	 



    

 


Exhibit 2


 


NOTICE AND DEMAND FOR INDEMNIFICATION


 


1.      This Notice and Demand for Indemnification
is submitted pursuant to the Indemnification Agreement dated as of ____________, between LivePerson, Inc., a Delaware corporation
(the “Company”), and the undersigned (the “Agreement”). Capitalized terms used but not defined herein shall
have the respective meanings set forth in the Agreement.


 


2.      I
am notifying the Company as to the following Claim (attach additional pages if necessary): 


	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 


 


3.      I am requesting indemnification and
Expense Advances with respect to such Claim to the full extent provided for in the Agreement or to which I may otherwise be entitled.


 


	 	Signed:  	 
	 	 	 
	 	Dated: