INDEMNIFICATION
AGREEMENT


 


THIS INDEMNIFICATION
AGREEMENT (the “Agreement”) is made and entered into as of June 6, 2014 between Inventergy Global, Inc., a Delaware
corporation (the “Company”), and ______________________________ (“Indemnitee”).


 


WITNESSETH THAT:


 


WHEREAS, highly
competent persons have become more reluctant to serve corporations as directors and officers or in other capacities unless they
are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions
against them arising out of their service to and activities on behalf of the corporation;


 


WHEREAS, the
Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified
individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons
serving the Company and its subsidiaries from certain liabilities. The Amended and Restated Bylaws (the “Bylaws”)
and Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) of the Company require
indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to the
General Corporation Law of the State of Delaware (“DGCL”). The Bylaws and Certificate of Incorporation 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, officers and other persons with respect to indemnification;


 


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 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 Bylaws and Certificate of Incorporation of the Company and any resolutions
adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.


 


NOW, THEREFORE,
in consideration of Indemnitee’s agreement to serve as an officer and/or director from and after the date hereof, the parties
hereto agree as follows:


 


Indemnity of Indemnitee.
The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended
from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof.


 




    	 



    	 



    

 


Proceedings Other
Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided
in this Section l(a) if, by reason of his Corporate Status (as hereinafter defined), the Indemnitee is, or is threatened
to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of
the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined),
judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection
with such Proceeding or any claim, issue or matter therein, 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, and with respect to any criminal Proceeding,
had no reasonable cause to believe the Indemnitee’s conduct was unlawful.


 


Proceedings by or
in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b)
if, by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding
brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses
actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding 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, however, if applicable law so provides, no indemnification against such Expenses shall
be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable
to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification
may be made.


 


Indemnification for
Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent
that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding,
shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually
and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding
but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding,
the Company shall indemnify Indemnitee 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.


 


Additional Indemnity.
In addition to, and without regard to any limitations on, the indemnification provided for in Section 1 of this Agreement,
the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines and
amounts paid in settlement actually and reasonably incurred by him or on his behalf if, by reason of his Corporate Status, he is,
or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company),
including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only
limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not
be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions,
set forth in Sections 6 and 7 hereof) to be unlawful.


 




    	 



    	 



    

 


Contribution.


 


Whether or not the indemnification
provided in Sections 1 and 2 hereof is available, in respect of any threatened, pending or completed action, suit
or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding),
the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding
without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution
it may have against Indemnitee. The Company shall not enter into any settlement of any action, suit or proceeding in which the
Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement provides
for a full and final release of all claims asserted against Indemnitee.


 


Without diminishing or
impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee shall elect or
be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed action, suit or proceeding
in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company
shall contribute to the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and
paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees
of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding),
on the one hand, and Indemnitee, on the other hand, from the transaction or events from which such action, suit or proceeding arose;
provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to
conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees
of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding),
on the one hand, and Indemnitee, on the other hand, in connection with the transaction or events that resulted in such expenses,
judgments, fines or settlement amounts, as well as any other equitable considerations which applicable law may require to be considered.
The relative fault of the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly
liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other
hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain
personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct
is active or passive.


 


The Company hereby agrees
to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors, or
employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.


 




    	 



    	 



    

 


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


 


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, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee
is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection
therewith.


 


Advancement of Expenses.
Notwithstanding any other provision of this Agreement, the Company shall advance all Expenses incurred by or on behalf of Indemnitee
in connection with any Proceeding by reason of Indemnitee’s Corporate Status within thirty (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 and shall include or be preceded or accompanied by a written undertaking by or on behalf of Indemnitee to repay any
Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses.
Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free.


 


Procedures and Presumptions
for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure for Indemnitee rights of
indemnity that are as favorable as may be permitted under the DGCL and public policy of the State of Delaware. Accordingly, the
parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee
is entitled to indemnification under this Agreement:


 


To obtain indemnification
under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation
and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee
is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification,
advise the Board in writing that Indemnitee has requested indemnification. Notwithstanding the foregoing, any failure of Indemnitee
to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any
liability that it may have to Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests
of the Company.


 




    	 



    	 



    

 


Upon written request
by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination with respect to
Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be
at the election of the Board (1) by a majority vote of the disinterested directors, even though less than a quorum, (2) by a committee
of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum or (3)
if there are no disinterested directors or if the disinterested directors so direct or upon a Change in Control, by independent
legal counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee. For purposes hereof, disinterested
directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification
is sought by Indemnitee. A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of
this Agreement of any of the following events:


 


(i)         Acquisition of Stock by Third Party. Any Person (as defined below) is or becomes the Beneficial Owner (as defined below), directly
or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company's
then outstanding securities;


 


(ii)         Change
in Board. During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals
who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who
has entered into an agreement with the Company to effect a transaction described in Sections 6(b)(i), 6(b)(iii) or 6(b)(iv)) whose
election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds 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 least a majority of the members of the Board;


 


(iii)        Corporate
Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation
which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing
to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty
one percent (51%) of the combined voting power of the voting securities of the surviving entity outstanding immediately after such
merger or consolidation and with the power to elect at least a majority of the Board or other governing body of such surviving
entity;


 


(iv)        Liquidation.
The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company's assets; and


 


(v)         Other
Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A
of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined
below), whether or not the Company is then subject to such reporting requirement.


 




    	 



    	 



    

 


For
purposes of this Section 6(b), the following terms shall have the following meanings:


 


(A)         “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


(B)         “Person”
shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided, however, that Person shall exclude
(i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company and (iii)
any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company. 


 


(C)         “Beneficial
Owner” shall have the meaning given to such term in Rule 13d-3 under the Exchange Act; provided, however, that
Beneficial Owner shall exclude any Person otherwise becoming a Beneficial Owner by reason of the stockholders of the Company approving
a merger of the Company with another entity.


 


If the determination
of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) hereof, the Independent
Counsel shall be selected as provided in this Section 6(c). The Independent Counsel shall be selected by the Board. Indemnitee
may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company 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 13 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 a written objection is made and substantiated, the Independent Counsel 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) days after submission by Indemnitee of a written request for indemnification pursuant
to Section 6(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee
may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection
which shall have been made by the Indemnitee to the Company’s selection of Independent Counsel and/or for the appointment
as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with
respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 6(b)
hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel
in connection with acting pursuant to Section 6(b) hereof, and the Company shall pay all reasonable fees and expenses incident
to the procedures of this Section 6(c), regardless of the manner in which such Independent Counsel was selected or appointed.


 




    	 



    	 



    

 


In making a determination
with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume
that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption shall have the
burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by
its directors or independent legal 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
an actual determination by the Company (including by its directors or independent legal 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.


 


Indemnitee shall be deemed
to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise (as hereinafter
defined), including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course
of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the
Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the
Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise
shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not
the foregoing provisions of this Section 6(e) are satisfied, it shall in any event be presumed that Indemnitee has at all
times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company.
Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing
evidence.


 


If the person, persons
or entity empowered or selected under Section 6 to determine whether Indemnitee is entitled to indemnification shall not
have made a determination within sixty (60) days after receipt by the Company of the request therefor, the requisite determination
of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification absent
(i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement
not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under
applicable law; provided, however, that such sixty (60) day period may be extended for a reasonable time, not to
exceed an additional thirty (30) days, if the person, persons or entity making such determination with respect to entitlement to
indemnification in good faith requires such additional time to obtain or evaluate documentation and/or information relating thereto.


 


Indemnitee shall cooperate
with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification,
including providing to such person, persons or entity upon reasonable advance request any documentation or information which is
not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary
to such determination. Any Independent Counsel or member of the Board shall act reasonably and in good faith in making a determination
regarding the Indemnitee’s entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys’
fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall
be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company
hereby indemnifies and agrees to hold Indemnitee harmless therefrom.


 




    	 



    	 



    

 


The Company acknowledges
that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay,
distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which Indemnitee is a party is resolved
in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim
or proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful
on the merits or otherwise in such action, suit or proceeding. Anyone seeking to overcome this presumption shall have the burden
of proof and the burden of persuasion by clear and convincing evidence.


 


The termination of any
Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere
or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of
Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he 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.


 


Remedies of Indemnitee.


 


In the event that (i)
a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under
this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination
of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within ninety (90) days after receipt
by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within
ten (10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within
ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed
to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate
court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification.
Indemnitee shall commence such proceeding seeking an adjudication within one hundred eighty (180) days following the date on which
Indemnitee first has the right to commence such proceeding pursuant to this Section 7(a). The Company shall not oppose Indemnitee’s
right to seek any such adjudication.


 


In the event that a determination
shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is not entitled to indemnification, any
judicial proceeding commenced pursuant to this Section 7 shall be conducted in all respects as a de novo trial on the merits,
and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 6(b).


 




    	 



    	 



    

 


If a determination shall
have been made pursuant to Section 6(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall
be bound by such determination in any judicial proceeding commenced pursuant to this Section 7, absent (i) a misstatement
by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially
misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable
law.


 


In the event that Indemnitee,
pursuant to this Section 7, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this
Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company,
the Company shall pay on his behalf, in advance, any and all expenses (of the types described in the definition of Expenses in
Section 13 of this Agreement) actually and reasonably incurred by him in such judicial adjudication, regardless of whether
Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery.


 


The Company shall be
precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the procedures and presumptions
of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all
the provisions of this Agreement. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee,
shall (within ten (10) days after receipt by the Company of a written request therefore) advance, to the extent not prohibited
by law, such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification
or advance of Expenses 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
of Expenses or insurance recovery, as the case may be.


 


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.


 


Non-Exclusivity;
Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.


 


The rights of indemnification
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 Amended and Restated Certificate of Incorporation, the Bylaws, any agreement, a vote of stockholders,
a resolution of directors of the Company, 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 the DGCL, whether by statute
or judicial decision, permits greater indemnification than would be afforded currently under the Certificate of Incorporation,
By-laws 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.


 




    	 



    	 



    

 


To the extent that the
Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents or
fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise
that such person serves at the request of the Company, 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 director, officer, employee, agent or fiduciary 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 directors'
and officers' 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 the Indemnitee, all amounts payable as a result of such proceeding
in accordance with the terms of such policies.


 


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
(other than against the Fund Indemnitors), 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.


 


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


 


The Company's obligation
to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer,
employee or agent of any other corporation, 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,
partnership, joint venture, trust, employee benefit plan or other enterprise.


 


Exception to Right
of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement
to make any indemnity in connection with any claim made against Indemnitee:


 




    	 



    	 



    

 


for which payment has
actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to
any excess beyond the amount paid under any insurance policy or other indemnity provision, provided, that the foregoing shall not
affect the rights of Indemnitee or the Fund Indemnitors set forth in Section 8(c) above; or


 


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


 


in connection with any
Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated
by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the
Proceeding (or any part of any Proceeding) prior to its initiation, or (ii) the Company provides the indemnification, in its sole
discretion, pursuant to the powers vested in the Company under applicable law.


 


Duration of Agreement.
All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is an officer or director
of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as Indemnitee shall be subject to
any Proceeding (or any proceeding commenced under Section 7 hereof) by reason of his Corporate Status, whether or not he
is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided
under this Agreement. This Agreement shall be binding upon and 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 or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.


 


Security. To
the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security
to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral.
Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee.


 


Enforcement.


 


The Company expressly
confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce
Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this
Agreement in serving as an officer or director of the Company.


 


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.


 




    	 



    	 



    

 


The Company shall not
seek from a court, or agree to, a "bar order" which would have the effect of prohibiting or limiting the Indemnitee's
rights to receive advancement of expenses under this Agreement.


 


Definitions.
 For purposes of this Agreement:


 


“Corporate Status”
describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company or of any other
corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving at
the express written request of the Company.


 


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


 


“Enterprise”
shall mean the Company and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise
that Indemnitee is or was serving at the express written request of the Company as a director, officer, employee, agent or fiduciary.


 


“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 prosecuting, defending, preparing to prosecute or defend, investigating,
participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery
in any Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding 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, including without limitation the premium, security for, and other costs relating to any cost bond, supersede
as 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.


 


“Independent Counsel”
means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in
the past five years has been, retained to represent (i) the Company or Indemnitee in any matter material to either such party (other
than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification
agreements), or (ii) any other party to 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 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.


 




    	 



    	 



    

 


“Proceeding”
includes 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 by or in the right of
the Company or otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee was, is or will be involved
as a party or otherwise, by reason of his or her Corporate Status, by reason of any action taken by him or of any inaction on his
part while acting in his or her Corporate Status; in each case whether or not he is acting or serving in any such capacity at the
time any liability or expense is incurred for which indemnification can be provided under this Agreement; including one pending
on or before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant to Section 7 of this Agreement
to enforce his rights under this Agreement.


 


Severability.
The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.
Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights to
the fullest extent permitted by applicable laws. In the event any provision hereof conflicts with any applicable law, such provision
shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.


 


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


 


Notice By Indemnitee.
Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any summons, citation,
subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification
covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee
under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudices the Company.


 


Notices. All
notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given
(a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during
normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having
been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally
recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent:


 


To Indemnitee at the
address set forth below Indemnitee signature hereto.


 


To the Company at:


 




    	 



    	 



    

 


Inventergy Global, Inc.


900 E. Hamilton Avenue, Suite 180


Campbell, California 95008


Attention: Wayne Sobon






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


 


Counterparts.
This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same the same instrument. Counterparts
may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal
ESIGN Act of 2000, e.g., www.docusign.com) or other transmission
method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for
all purposes. 


 


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


 


Governing 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. 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 Chancery Court of the State of Delaware (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) appoint,
to the extent such party is not otherwise subject to service of process in the State of Delaware, irrevocably Wayne Sobon, General
Counsel of the Company, c/o Inventergy Global, Inc., 900 E. Hamilton Avenue, Suite 180, Campbell, California 95008, as its agent
in the State of Delaware as such party's agent for acceptance of legal process in connection with any such action or proceeding
against such party 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.


 


 SIGNATURE PAGE TO FOLLOW


 




    	 



    	 



    

 


 


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








 


	 	INVENTERGY GLOBAL, INC.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	 	INDEMNITEE
	 	 
	 	 
	 	Name:	 


 


	 	Address: