Exhibit 10(d)


INDEMNIFICATION AGREEMENT


This Indemnification
Agreement (“Agreement”) is made as of the ___ day of ____, 201__, by and between Equus Total Return, Inc., a
Delaware corporation (the “Company”), and ___________________________ (“Indemnitee”).


 


RECITALS


 


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


 


WHEREAS, in recognition
of Indemnitee’s past service provided to the Company and order to induce Indemnitee to continue to provide services to the
Company, the Company wishes to provide for the indemnification of, and advancement of expenses to, Indemnitee to the maximum extent
permitted by law;


WHEREAS, the Certificate
of Incorporation (“Charter”) and the Bylaws (“Bylaws”) of the Company authorize indemnification
of the officers and directors of the Company, and Indemnitee may also be entitled to indemnification pursuant to the General Corporation
Law of the State of Delaware (the “DGCL”);


WHEREAS, the Charter
and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate
that contracts may be entered into between the Company and members of the board of directors, officers and other persons with respect
to indemnification;


WHEREAS,
the Company and Indemnitee recognize the continued difficulty in obtaining liability insurance for the Company’s directors,
officers, employees, agents and fiduciaries, the significant and continual increases in the cost of such insurance and the general
trend of insurance companies to reduce the scope of coverage of such insurance;


WHEREAS,
the Company and Indemnitee further recognize the substantial increase in corporate litigation in general, subjecting directors,
officers, employees, agents and fiduciaries to expensive litigation risks at the same time as the availability and scope of coverage
of liability insurance provide increasing challenges for the Company;


WHEREAS,
Indemnitee does not regard the protection currently provided by applicable law, the Company’s governing documents and available
insurance as adequate under the present circumstances, and Indemnitee may not be willing to continue to serve in such capacity
without additional protection;


WHEREAS, the Board
of Directors of the Company (the “Board”) has determined that the increased difficulty in attracting and retaining
highly qualified persons such as Indemnitee is detrimental to the best interests of the Company’s stockholders and that the
Company should act to assure Indemnitee that there will be increased certainty of such protection in the future;



    	 



    	 



    

 


WHEREAS, it is
reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf
of, such persons to the fullest extent permitted by applicable law from the date that Indemnitee first provided services to the
Company, regardless of any amendment or revocation of the Company’s Charter or Bylaws, so that they will serve or continue
to serve the Company free from undue concern that they will not be so indemnified; and


WHEREAS, this
Agreement is a supplement to and in furtherance of the indemnification provided in the Charter and Bylaws and any resolutions adopted
pursuant thereto, and shall not 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:


Section 1. Services
to the Company. Indemnitee agrees to serve as a director of the Company. Indemnitee may at any time and for any reason resign
from such position (subject to any other contractual obligation or any obligation imposed by law), in which event the Company shall
have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment
contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. The foregoing notwithstanding, this
Agreement shall continue in force after Indemnitee has ceased to serve as a director of the Company.


 


Section 2. Definitions.


 


As used in this Agreement:


 


(a)“Corporate
Status” describes the status of a person as a current or former director, officer, employee, agent or trustee of the
Company or of any other Enterprise which such person is or was serving at the request of the Company.


 


(b)“Enforcement
Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, 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 of the types customarily incurred in connection with an action to enforce indemnification
or advancement rights, or an appeal from such action, including without limitation the premium, security for, and other costs relating
to any cost bond, supersedes bond, or other appeal bond or its equivalent.


 


(c)“Enterprise”
shall mean any corporation (other than the Company), partnership, joint venture, trust, employee benefit plan or other legal entity
of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, agent or trustee.


 


(d)“Expenses”
shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel
expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements



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or expenses of the types customarily incurred
in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness
in, or otherwise participating in, a Proceeding or an appeal resulting from a Proceeding, including without limitation the premium,
security for, and other costs relating to any cost bond, supersedes bond, or other appeal bond or its equivalent. Expenses, however,
shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


 


(e)“Independent
Counsel” means a law firm, or a partner (or, if applicable, member) of such a law firm, that is experienced in matters
of Delaware corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company,
any Enterprise or Indemnitee in any matter material to any 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.
The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify
such counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or its
engagement pursuant hereto.


 


(f)The term “Proceeding”
shall include any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company
or otherwise and whether of a civil, criminal, administrative or investigative nature, in which Indemnitee was, is or will be involved
as a party or otherwise by reason of the fact that Indemnitee is or was a director of the Company or is or was serving at the request
of the Company as a director, officer, employee, agent or trustee of any Enterprise or by reason of any action taken by him or
of any action taken on his part while acting as director of the Company or while serving at the request of the Company as a director,
officer, employee, agent or trustee of any Enterprise, in each case whether or not serving in such capacity at the time any liability
or expense is incurred for which indemnification, reimbursement or advancement of expenses can be provided under this Agreement;
provided, however, that the term “Proceeding” shall not include any action, suit or arbitration, or part
thereof, initiated by Indemnitee to enforce Indemnitee’s rights under this Agreement as provided for in Section 13(e) of
this Agreement.


 


Section 3.Indemnity
in Third-Party Proceedings. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee
is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the
Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified against all Expenses, judgments,
fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his behalf in connection with such Proceeding
or any claim, issue or matter therein, if Indemnitee acted in good faith and in a



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manner he reasonably believed to be in or not
opposed to the best interests of the Company and, in the case of a criminal proceeding, had no reasonable cause to believe that
his conduct was unlawful. Indemnitee shall not enter into any settlement in connection with a Proceeding without ten (10) days’
prior notice to the Company.


 


Section 4.Indemnity
in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions
of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right
of the Company to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall be indemnified against all Expenses
actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein,
if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company.
No indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee
shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that the Delaware Court
of Chancery (the “Delaware Court”) or any court in which the Proceeding was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably
entitled to indemnification for such expenses as the Delaware Court or such other court shall deem proper.


 


Section 5.Indemnification
for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement and except
as provided in Section 8, 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, the Company shall indemnify Indemnitee against all Expenses
actually and reasonably incurred by him in connection therewith. If Indemnitee is not wholly successful in such Proceeding but
is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the
Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his 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 6.Indemnification
For Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason
of his Corporate Status, a witness in any Proceeding to which Indemnitee is not a party and is not threatened to be made a party,
he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.


 


Section 7.Additional
Indemnification.


(a) Except as
provided in Section 8, notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the fullest
extent permitted by law if Indemnitee is a party to or is threatened to be made a party to any Proceeding (including a Proceeding
by or in the right of the Company to procure a judgment in its favor) against all



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expenses, judgments, fines and amounts
paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding.


(b)For purposes of Section
7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to:


 


(i)to the fullest extent
permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding
provision of any amendment to or replacement of the DGCL or such provision thereof; and


 


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


Section 8.Exclusions.
Notwithstanding any provision in this Agreement to the contrary, the Company shall not be obligated under this Agreement:


(a)to make
any indemnity for amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent
that Indemnitee has otherwise actually received such amounts under any insurance policy, contract, agreement or otherwise;


(b)to make
any indemnity for 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 Securities Exchange Act of 1934, as amended, or similar provisions of state
statutory law or common law; or


(c)to make
any indemnity or advancement that is prohibited by applicable law.


 


Section 9.Advances
of Expenses. The Company shall advance, to the extent not prohibited by law, the Expenses incurred by Indemnitee in connection
with any Proceeding, and such advancement shall be made within twenty (20) days after the receipt by the Company of a statement
or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such Expenses but,
in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that
would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) 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 the expenses and without regard to Indemnitee’s ultimate entitlement
to indemnification under the other provisions of this Agreement. Indemnitee shall qualify for advances upon the execution and delivery
to the Company of this Agreement which shall constitute an undertaking providing that Indemnitee undertakes to the fullest extent
required by law to repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction
in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances
under this paragraph shall in all events continue until final disposition of any Proceeding, including any appeal therein. Nothing
in this



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Section 9 shall limit Indemnitee’s right
to advancement pursuant to Section 13(e) of this Agreement.


 


Section 10.Procedure for
Notification and Defense of Claim.


(a)To obtain
indemnification under this Agreement, Indemnitee shall submit to the Company a written request therefor and, if Indemnitee so chooses
pursuant to Section 11 of this Agreement, such written request shall also include a request for Indemnitee to have the right to
indemnification determined by Independent Counsel.


 


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


 


Section 11.Procedure Upon
Application for Indemnification.


 


(a)Upon written request
by Indemnitee for indemnification pursuant to Section 10(a), a determination, if such determination is required by applicable law,
with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) by Independent Counsel in a written
opinion to the Board if Indemnitee so requests in such written request for indemnification pursuant to Section 10(a), or (ii) by
the Company in accordance with applicable law if Indemnitee does not so request such determination be made by Independent Counsel.
In the case that such determination is made by Independent Counsel, a copy of Independent Counsel’s written opinion shall
be delivered to Indemnitee and, 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 cooperate with the Independent Counsel or the Company,
as applicable, making such determination with respect to Indemnitee’s entitlement to indemnification, including providing
to such counsel or the Company, 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) incurred by Indemnitee in so cooperating with the Independent Counsel
or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification)
and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.


(b)In the event
that Indemnitee exercises his right to have his entitlement to indemnification determined by Independent Counsel pursuant to clause
(i) of Section 11(a), the Independent Counsel shall be selected by Indemnitee. The Company may, within ten (10) days after written
notice of such selection, deliver to Indemnitee 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 Section 2 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 has determined that such objection is without merit. If, within twenty (20)



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days after the later of (i) submission
by Indemnitee of a written request for indemnification and Independent Counsel pursuant to Sections 10(a) and 11(a)(i) hereof,
respectively, and (ii) the final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have
been selected without objection, Indemnitee may petition a court of competent jurisdiction for resolution of any objection which
shall have been made by the Company to the 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. The person with respect to whom all objections
are so resolved or the person so appointed shall act as Independent Counsel under Section 11(a) hereof. Upon the due commencement
of any judicial proceeding or arbitration pursuant to Section 13(a) of this Agreement, Independent Counsel shall be discharged
and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).


 


Section 12.Presumptions and
Effect of Certain Proceedings.


 


(a)In making a determination
with respect to entitlement to indemnification hereunder, it shall be presumed that Indemnitee is entitled to indemnification under
this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 10(a) of this Agreement, and
the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary
to that presumption. Neither (i) the failure of the Company or of Independent Counsel 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 (ii) an actual determination by the Company or by Independent Counsel 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)The termination
of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty,
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 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 conduct was unlawful.


(c)The knowledge
and/or actions, or failure to act, of any director, officer, agent or employee of the Company or any Enterprise shall not be imputed
to Indemnitee for purposes of determining the right to indemnification under this Agreement.


Section 13.Remedies
of Indemnitee.


(a)Subject to
Section 13(f), in the event that (i) a determination is made pursuant to Section 11 of this Agreement that Indemnitee is not entitled
to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 9 of this Agreement,
(iii) no determination of entitlement to indemnification shall have been made pursuant to Section 11(a) of this Agreement within
sixty (60) days after receipt by the Company of the request for indemnification that does not include a request for Independent
Counsel, (iv)



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payment of indemnification is not made
pursuant to Section 5 or 6 or the last sentence of Section 11(a) of this Agreement within ten (10) days after receipt by the Company
of a written request therefor or (v) payment of indemnification pursuant to Section 3, 4 or 7 of this Agreement is not made within
ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled
to an adjudication by a court of his entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his 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. Proper venue for any such arbitration shall be any federal or state court selected by Indemnitee that
is located within the continental United States. Indemnitee shall commence such proceeding seeking an adjudication or an award
in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant
to this Section 13(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding
brought by Indemnitee to enforce his rights under Section 5 of this Agreement. 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 11(a) of this Agreement that Indemnitee is not entitled to indemnification,
any judicial proceeding or arbitration commenced pursuant to this Section 13 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 13, the Company shall have the burden of proving Indemnitee is not entitled to
indemnification or advancement, as the case may be.


 


(c) If a determination
shall have been made pursuant to Section 11(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 13, 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 13 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 against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within ten (10) days after
receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to
Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement
from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained
by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement or
insurance recovery, as the case may be, in the suit for which indemnification or advancement is being sought.



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(f)Notwithstanding
anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be
required to be made prior to the final disposition of the Proceeding, including any appeal therein.


 


Section 14.Non-exclusivity;
Survival of Rights; Insurance; Subrogation.


 


(a)The rights of indemnification
and to receive advancement as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee
may at any time be entitled under applicable law, the Charter, the Bylaws, any agreement, a vote of stockholders or a resolution
of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict
any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status
prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision,
permits greater indemnification or advancement than would be afforded currently under the Charter, 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.
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.


(b)To the extent
that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, agents
or trustees of the Company or of any other Enterprise, 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 such director, officer, employee, agent or trustee under
such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director
and officer liability insurance in effect, the Company shall give prompt notice of the commencement 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.


 


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


(d)The Company’s
obligation to provide indemnification or advancement hereunder to Indemnitee who is or was serving at the request of the Company
as a director, officer, employee, agent or trustee of any other Enterprise shall be reduced by any amount Indemnitee has actually
received as indemnification or advancement from such other Enterprise.


Section 15.
Application to Entire Term of Service. The obligation of the Company to



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provide indemnification or advancement
of expenses to Indemnitee hereunder shall apply to any period in which Indemnitee provides or has provided services to the Company
as an officer, director, employee, or agent, including any such period which may have existed prior to the date of this Agreement,
and shall continue until such time as specified in Section 16 herein.


Section 16.
Duration of Agreement. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the
date that Indemnitee shall have ceased to serve as a director of the Company or (b) one (1) year after the final termination of
any Proceeding, including any appeal, then pending in respect of which Indemnitee is granted rights of indemnification or advancement
hereunder and of any proceeding commenced by Indemnitee pursuant to Section 13 of this Agreement relating thereto. This Agreement
shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his heirs, executors
and administrators. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation
or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement
in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and
to the same extent that the Company would be required to perform if no such succession had taken place.


Section 17.Severability.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever:
(a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each
portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not
itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to
the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform
to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the
provisions of this Agreement (including, without limitation, each portion of any section 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 18.Enforcement.


 


(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 of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in
serving as a director of the Company.


(b)This Agreement
constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior
agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof;
provided, however, that this Agreement is a supplement to and in furtherance of the Charter, the Bylaws and applicable
law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.



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Section 19.Modification
and Waiver. No supplement, modification or amendment, or waiver of any provision, of this Agreement shall be binding unless
executed in writing by the parties thereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute
a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.


 


Section 20.Notice
by Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena,
complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification
or advancement as provided hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation
which it may have to Indemnitee under this Agreement or otherwise.


 


Section 21.Notices.
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been
duly given if (a) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed,
(b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed,
(c) mailed by reputable overnight courier and receipted for by the party to whom said notice or other communication shall have
been directed or (d) sent by facsimile transmission, with receipt of oral confirmation that such transmission has been received:


 


(a)If to Indemnitee,
at such address as Indemnitee shall provide to the Company.


(b)If to the Company to:Copy
to:


 


	Attn: Chief Compliance Officer	 	Attn: Martin Glass, Esq.
	Equus Total Return, Inc.	 	Goodwin Procter, LLP
	Eight Greenway Plaza, Suite 930	 	620 Eighth Avenue, 26th Floor
	Houston, TX 77046	 	New York, NY 10018
	Fax: (713) 529-9545	 	Fax: (212) 355-3333


or to any other address as may have
been furnished to Indemnitee by the Company.


Section 22.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 Proceeding in such proportion as is deemed fair and reasonable in light of all of the circumstances in order
to reflect (i) the relative benefits received by the Company and Indemnitee in connection with 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 transactions.



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Section 23.Applicable
Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed
and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect
to any arbitration commenced by Indemnitee pursuant to Section 13(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 Delaware 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 Delaware Court for purposes of any action or proceeding arising
out of or in connection with this Agreement, (iii) consent to service of process at the address set forth in Section 21 of this
Agreement with the same legal force and validity as if served upon such party personally within the State of Delaware, (iv) waive
any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (v) waive, and agree not to plead
or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient
forum.


Section 24.Identical
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to
be an original but all of which together shall constitute one and the same Agreement. 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 25.Miscellaneous.
The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of
this Agreement or to affect the construction thereof.


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


 





“Company”


 


EQUUS TOTAL RETURN, INC.


 


 


 


By:________________________


 





 


 


 


“Indemnitee”


 


 


 


___________________________


 









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