ATRINSIC, INC.


 


INDEMNIFICATION AGREEMENT


 


This Indemnification
Agreement (this “Agreement”) is effective as of ________, 2014 by and between ATRINSIC, INC., a Delaware
corporation (the “Company”), and the indemnitee listed on the signature pages hereto (the “Indemnitee”).


 


A.           The
Company and Indemnitee recognize the substantial increase in corporate litigation in general, which subjects directors, officers,
employees, agents and fiduciaries to expensive litigation risks at the same time as the availability and coverage of liability
insurance has been severely limited.


 


B.           The
Indemnitee does not regard the current protection available as adequate under the present circumstances, and Indemnitee and other
directors, officers, employees, agents and fiduciaries of the Company may not be willing to serve in such capacities without additional
protection.


 


C.           The
Company (i) desires to attract and retain the involvement of highly qualified individuals and entities, such as Indemnitee, to
serve the Company and, in part, in order to induce the Indemnitee to be involved with the Company and (ii) wishes to provide for
the indemnification and advancing of expenses to the Indemnitee to the maximum extent permitted by law.


 


D.           In
view of the considerations set forth above, the Company desires that the Indemnitee be indemnified by the Company as set forth
herein.


 


NOW, THEREFORE,
the Company and the Indemnitee hereby agree as follows:


 


1.           Indemnification.


 


(a)  Third
Party Proceedings.  The Company shall indemnify the Indemnitee if such Indemnitee is or was a party or is threatened
to be made a party to any threatened, pending or completed action, suit, proceeding or any alternative dispute resolution mechanism,
whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of
the fact that such Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or any subsidiary of
the Company, or by reason of the fact that such Indemnitee is or was serving at the request of the Company as a director, officer,
employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, against any and all
expenses (including attorneys’ fees and all other costs, expenses and obligations incurred in connection with investigating,
defending, being a witness in or participating in (including on appeal), or preparing to defend, to be a witness in or to participate
in, any action, suit, proceeding, alternative dispute resolution mechanism, hearing, inquiry or investigation), judgments, fines
and penalties actually and reasonably incurred in connection with, and amounts actually paid in settlement of (if such settlement
is approved in advance by the Company, which approval will not be unreasonably withheld), (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) actually and
reasonably incurred by such Indemnitee in connection with such action, suit or proceeding if such Indemnitee acted in good faith
and in a manner such Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe such Indemnitee’s conduct was unlawful.  The
termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere
or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which
such Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that such Indemnitee’s conduct was unlawful.


 




    	 



    	 



    

 


(b)  Proceedings
By or in the Right of the Company.  The Company shall indemnify the Indemnitee if such Indemnitee was or is a party
or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or any alternative dispute
resolution mechanism, whether civil, criminal, administrative or investigative, by or in the right of the Company or any subsidiary
of the Company to procure a judgment in its favor by reason of the fact that such Indemnitee is or was a director, officer, employee,
agent or fiduciary of the Company, or any subsidiary of the Company, or by reason of the fact that such Indemnitee 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, against expenses (including attorneys’ fees) and, to the fullest extent permitted by law, judgments,
fines and amounts paid in settlement actually and reasonably incurred by such Indemnitee in connection with the defense or settlement
of such action, suit or proceeding if such Indemnitee acted in good faith and in a manner such Indemnitee reasonably believed to
be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim,
issue or matter as to which such Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent
that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the circumstances of the case, such Indemnitee is fairly
and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court
shall deem proper.


 


(c)   Reviewing
Party.  Notwithstanding the foregoing, (i) the obligations of the Company under Section 1(a) and (b) shall be
subject to the condition that the Reviewing Party (as described in Section 10(e) hereof) shall not have determined (in a written
opinion, in any case in which the Independent Legal Counsel referred to in Section 1(e) hereof is involved) that the Indemnitee
would not be permitted to be indemnified under applicable law, and (ii) the Indemnitee acknowledges and agrees that the obligation
of the Company to make an advance payment of expenses to such Indemnitee pursuant to Section 2(a) (an “Expense Advance”)
shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that such Indemnitee would
not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by such Indemnitee (who
hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if such Indemnitee has commenced
or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that such Indemnitee should
be indemnified under applicable law, any determination made by the Reviewing Party that such Indemnitee would not be permitted
to be indemnified under applicable law shall not be binding and such Indemnitee shall not be required to reimburse the Company
for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom
have been exhausted or lapsed).  The Indemnitee’s obligation to reimburse the Company for any Expense Advance shall
be unsecured and no interest shall be charged thereon.  If there has not been a Change in Control (as defined in Section
10(c) hereof), the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control
(other than a Change in Control which has been approved by a majority of the Company’s Board of Directors who were directors
immediately prior to such Change in Control), the Reviewing Party shall be the Independent Legal Counsel referred to in Section
1(e) hereof.  If there has been no determination by the Reviewing Party or if the Reviewing Party determines that the
Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, such Indemnitee shall
have the right to commence litigation seeking an initial determination by the court or challenging any such determination by the
Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service
of process and to appear in any such proceeding.  Any determination by the Reviewing Party otherwise shall be conclusive
and binding on the Company and such Indemnitee.


 




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(d)   Contribution.  If
the indemnification provided for in Section 1(a) or (b) above for any reason is held by a court of competent jurisdiction to be
unavailable to the Indemnitee in respect of any losses, claims, damages, expenses or liabilities referred to therein, then the
Company, in lieu of indemnifying such Indemnitee thereunder, shall contribute to the amount paid or payable by such Indemnitee
as a result of such losses, claims, damages, expenses or liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company and the Indemnitee, or (ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above
but also the relative fault of the Company and the Indemnitee in connection with the action or inaction which resulted in such
losses, claims, damages, expenses or liabilities, as well as any other relevant equitable considerations.  The relative
fault of the Company and the Indemnitee shall be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied
by the Company or the Indemnitee and the parties’ relative intent, knowledge, access to information and opportunity to correct
or prevent such statement or omission.  The Company and the Indemnitee agree that it would not be just and equitable
if contribution pursuant to this Section 1(d) were determined by pro rata or per capita allocation or by any other method of allocation
which does not take account of the equitable considerations referred to herein.


 


(e)  Change
in Control.  The Company agrees that if there is a Change in Control of the Company (other than a Change in Control
which has been approved by a majority of the Company’s Board of Directors who were directors immediately prior to such Change
in Control) then, with respect to all matters thereafter arising concerning the rights of the Indemnitee to payments of expenses
under this Agreement or any other agreement or under the Company’s Certificate of Incorporation (the “Certificate”),
or Bylaws as now or hereafter in effect, Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by the
Indemnitee and approved by the Company (which approval shall not be unreasonably with-held).  Such counsel, among other
things, shall render its written opinion to the Company and the Indemnitee as to whether and to what extent such Indemnitee would
be permitted to be indemnified under applicable law.  The Company agrees to abide by such opinion and to pay the reasonable
fees of the Independent Legal Counsel referred to above and to fully indemnify such counsel against any and all expenses (including
attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant
hereto.


 


(f)  Mandatory
Payment of Expenses.  To the extent that the Indemnitee has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in Subsections (a) and (b) of this Section 1, or in defense of any claim,
issue or matter therein, such Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably
incurred by such Indemnitee in connection therewith.


 




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2.           Expenses;
Indemnification Procedure.


 


(a)  Advancement
of Expenses.  The Company shall advance all expenses incurred by the Indemnitee in connection with the investigation,
defense, settlement or appeal of any civil or criminal action, suit or proceeding referenced in Section 1(a) or (b) hereof
(but not amounts actually paid in settlement of any such action, suit or proceeding).  The Indemnitee hereby undertakes
to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that such Indemnitee is not entitled
to be indemnified by the Company as authorized hereby.  The advances to be made hereunder shall be paid by the Company
to the Indemnitee within thirty (30) days following delivery of a written request therefor by such Indemnitee to the Company.


 


(b)  Notice/Cooperation
by Indemnitee.  The Indemnitee shall, as a condition precedent to his right to be indemnified under this Agreement,
give the Company notice in writing as soon as practicable of any claim made against such Indemnitee for which indemnification will
or could be sought under this Agreement.  Notice to the Company shall be directed to the President of the Company at
the address shown on the signature page of this Agreement (or such other address as the Company shall designate in writing to such
Indemnitee).  In addition, the Indemnitee shall give the Company such information and cooperation as it may reasonably
require and as shall be within such Indemnitee’s power.


 


(c)  Procedure.  Any
indemnification and advances provided for in Section 1 and this Section 2 shall be made no later than thirty (30) days
after receipt of the written request of the Indemnitee.  If a claim under this Agreement, under any statute, or under
any provision of the Company’s Certificate or Bylaws providing for indemnification, is not paid in full by the Company within
thirty (30) days after a written request for payment thereof has first been received by the Company, the Indemnitee may, but need
not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 12
of this Agreement, such Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing
such action.  It shall be a defense to any such action (other than an action brought to enforce a claim for expenses
incurred in connection with any action, suit or proceeding in advance of its final disposition) that such Indemnitee has not met
the standards of conduct which make it permissible under applicable law for the Company to indemnify such Indemnitee for the amount
claimed.  However, such Indemnitee shall be entitled to receive interim payments of expenses pursuant to Subsection 2(a)
unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists.  It
is the parties’ intention that if the Company contests the Indemnitee’s right to indemnification, the question of such
Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including
its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to
have made a determination that indemnification of the Indemnitee is proper in the circumstances because such Indemnitee has met
the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including it Board of
Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that such Indemnitee
has not met such applicable standard of conduct, shall create a presumption that such Indemnitee has or has not met the applicable
standard of conduct. In connection with any determination by any Reviewing Party or otherwise as to whether the Indemnitee is entitled
to be indemnified hereunder, the burden of proof will be on the Company to establish that Indemnitee is not so entitled.


 




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(d)  Notice
to Insurers.  If, at the time of the receipt of a notice of a claim pursuant to Section 2(b) 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 the Indemnitee, all amounts payable as a result
of such proceeding in accordance with the terms of such policies.


 


(e)  Selection
of Counsel.  In the event the Company shall be obligated under Section 2(a) hereof to pay the expenses of any
proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with
counsel approved by such Indemnitee, upon the delivery to such Indemnitee of written 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 such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with
respect to the same proceeding, provided that (i) such Indemnitee shall have the right to employ his counsel in any such proceeding
at such Indemnitee’s expense; and (ii) if (A) the employment of counsel by such Indemnitee has been previously
authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there may be a conflict of interest between
the Company and such Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed counsel
to assume the defense of such proceeding, then the fees and expenses of such Indemnitee’s counsel shall be at the expense
of the Company.


 


3.           Additional
Indemnification Rights; Nonexclusivity.


 


(a)  Scope.  Notwithstanding
any other provision of this Agreement, the Company hereby agrees to indemnify the Indemnitee to the fullest extent permitted by
law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Company’s
Certificate, the Company’s Bylaws or by statute.  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 a member of its Board of
Directors or an officer, such changes shall be, ipso facto, within the purview of the Indemnitee’s rights and Company’s
obligations, under this Agreement.  In the event of any change in any applicable law, statute or rule which narrows the
right of a Delaware corporation to indemnify a member of its Board of Directors or an officer, such changes, 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.


 


(b)  Nonexclusivity.
The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which the Indemnitee may be entitled
under the Company’s Certificate, its Bylaws, any agreement, any vote of stockholders or disinterested directors, the General
Corporation Law of the State of Delaware, or otherwise, both as to action in such Indemnitee’s official capacity and as to
action in another capacity while holding such office.  The indemnification provided under this Agreement shall continue
as to the Indemnitee for any action taken or not taken while serving in an indemnified capacity even though he may have ceased
to serve in such capacity at the time of any action, suit or other covered proceeding.


 


4.           Subrogation. In
the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of
contribution or recovery of the Indemnitee who shall take, at the request of the Company, all reasonable action necessary to secure
such rights, including the execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.


 




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5.           Partial
Indemnification.  If the Indemnitee is entitled under any provision of this Agreement to indemnification by the
Company for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred by him in the investigation,
defense, appeal or settlement of any civil or criminal action, suit or proceeding, but not, however, for the total amount thereof,
the Company shall nevertheless indemnify such Indemnitee for the portion of such expenses, judgments, fines or penalties to which
such Indemnitee is entitled.


 


6.           Mutual
Acknowledgement.  The Company and the Indemnitee acknowledge that in certain instances, Federal law or applicable
public policy may prohibit the Company from indemnifying its directors, officers, employees, agents or fiduciaries under this Agreement
or otherwise.  The Indemnitees understand and acknowledge that the Company has undertaken or may be required in the future
to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances
for a determination of the Company’s rights under public policy to indemnify the Indemnitee.


 


7.           Officer
and Director Liability Insurance.  The Company shall, from time to time, make the good faith determination whether
or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies
providing the officers and directors of the Company with coverage for losses from wrongful acts, or to ensure the Company’s
performance of its indemnification obligations under this Agreement.  The Company will also make commercially reasonable
efforts to obtain and maintain liability insurance applicable to directors, officers or fiduciaries in an amount determined by
the Company’s board of directors. Among other considerations, the Company will weigh the costs of obtaining such insurance
coverage against the protection afforded by such coverage.  In all policies of director and officer liability insurance,
the Indemnitee shall be named as an insured in such a manner as to provide such Indemnitee the same rights and benefits as are
accorded to the most favorably insured of the Company’s directors, if such Indemnitee is a director; or of the Company’s
officers, if such Indemnitee is not a director of the Company but is an officer.  The Company shall promptly notify Indemnitee
in writing of any policy coverage modification, expiration, lapse, non-renewal or denial of coverage under any such policy.


 


8.           Severability.  Nothing
in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation
of applicable law.  The Company’s inability, pursuant to court order, to perform its obligations under this Agreement
shall not constitute a breach of this Agreement. The provisions of this Agreement shall be severable as provided in this Section 8.  If
this Agreement or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company
shall nevertheless indemnify the Indemnitee to the full extent permitted by any applicable portion of this Agreement that shall
not have been invalidated, and the balance of this Agreement not so invalidated shall be enforceable in accordance with its terms.


 


9.           Exceptions.  Any
other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:


 


(a)  Claims
Initiated by the Indemnitee.  To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims
initiated or brought voluntarily by the Indemnitee and not by way of defense, except:  (i) with respect to actions or
proceedings to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy
or under the Company’s Certificate or Bylaws now or hereafter in effect relating to proceedings or claims for indemnifiable
events, to the extent permitted by law; (ii) in specific cases if the Board of Directors 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, advance expense payment or insurance recovery, as the case may be; or


 




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(b)  Insured
Claims.  To indemnify the Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited
to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) which have been paid directly to such Indemnitee
by an insurance carrier under a policy of officers’ and directors’ liability insurance maintained by the Company.


 


(c)  Claims
Under Section 16(b).  To indemnify any Indemnitee for expenses and the payment of profits arising from the purchase
and sale by such Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended,
or any similar successor statute.


 


(d)  Claims
Excluded Under Section 145 of the DGCL.  To indemnify the Indemnitee if:  (i) such Indemnitee did not act
in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company or (ii) with respect
to any criminal action or proceeding, such Indemnitee had reasonable cause to believe the conduct was unlawful or (iii) such Indemnitee
shall have been adjudged to be liable to the Company unless and only to the extent the court in which such action was brought shall
permit indemnification as provided in Section 145(b) of the DGCL.


 


10.           Construction
of Certain Phrases.


 


(a)  For
purposes of this Agreement, references to the “Company” shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its directors, officers, and employees, agents or fiduciaries,
so that if Indemnitee is or was a director, officer, employee, agent or fiduciary of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director, officer, employee, agent or fiduciary of another corporation,
partnership, joint venture, 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.


 


(b)  For
purposes of this Agreement, references to “other enterprises” shall include employee benefit plans; references to “fines”
shall include any excise taxes assessed on any Indemnitee with respect to an employee benefit plan; and references to “serving
at the request of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company
which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee
benefit plan, its participants, or its beneficiaries; and if any Indemnitee acted in good faith and in a manner such Indemnitee
reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, such Indemnitee shall
be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.


 




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(c)  For
purposes of this Agreement a “Change in Control” shall be deemed to have occurred if (i) any “person”
(as such term is used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), other than a trustee or other fiduciary holding securities
under an employee benefit plan of the Company 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, (A) who is or becomes the beneficial owner, directly
or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding
Voting Securities, increases his beneficial ownership of such securities by 5% or more over the percentage so owned by such person,
or (B) becomes the “beneficial owner” (as defined in Rule 13d-3 under said Exchange Act), directly or indirectly, of
securities of the Company representing more than 30% 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 and any new director whose election by the Board of Directors or nomination for election
by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who
either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease
for any reason to constitute a majority thereof, or (iii) the stockholders of the Company approve a merger or consolidation
of the Company with any other corporation 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 two-thirds (2/3) of the total voting power represented by the Voting Securities
of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the
Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in
one transaction or a series of transactions) all or substantially all of the Company’s assets.


 


(d)  For
purposes of this Agreement, “Independent Legal Counsel” shall mean an attorney or firm of attorneys, selected in accordance
with the provisions of Section 1(e) hereof, who shall not have otherwise performed services for the Company or any Indemnitee within
the last three (3) years (other than with respect to matters concerning the right of any Indemnitee under this Agreement, or of
other indemnitees under similar indemnity agreements).


 


(e)  For
purposes of this Agreement, a “Reviewing Party” shall mean any appropriate person or body consisting of a member or
members of the Company’s Board of Directors or any other person or body appointed by the Board of Directors who is not a
party to the particular claim or proceeding for which the Indemnitee is seeking indemnification, or Independent Legal Counsel.


 


(f)  For
purposes of this Agreement, “Voting Securities” shall mean any securities of the Company that vote generally in the
election of directors.


 


11.           Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall constitute an original.


 


12.           Successors
and Assigns.  This Agreement shall be binding upon the Company and its successors and assigns, and shall inure
to the benefit of the Indemnitee and the Indemnitee’s estate, heirs, legal representatives and assigns.


 




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13.           Attorneys’
Fees.  In the event that any action is instituted by the Indemnitee under this Agreement to enforce or interpret
any of the terms hereof, the Indemnitee shall be entitled to be paid all expenses incurred by such Indemnitee with respect to such
action, and shall be entitled to the advancement of expenses with respect to such action.  The foregoing entitlement
shall apply, to the maximum extent permitted under applicable law, regardless of whether such Indemnitee is ultimately successful
in such action, but shall not apply if, as a part of such action, a court of competent jurisdiction over such action determines
that each of the material assertions made by such Indemnitee as a basis for such action was not made in good faith or was frivolous.  In
the event of an action instituted by or in the name of the Company under this Agreement to enforce or interpret any of the terms
of this Agreement, the Indemnitee shall be entitled to be paid all expenses incurred by such Indemnitee in defense of such action
(including costs and expenses incurred with respect to Indemnitee counterclaims and cross-claims made in such action), and shall
be entitled to the advancement of expenses with respect to such action, unless as a part of such action the court determines that
each of such Indemnitee’s material defenses to such action were made in bad faith or were frivolous.


 


14.           Notice.  All
notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (i) if
delivered by hand and receipted for by the party addressee, on the date of such receipt, or (ii) if mailed by domestic certified
or registered mail with postage prepaid and properly addressed, on the third business day after the date postmarked, or (iii) if
sent by airmail to a country outside of North America, on the fifth business day after the date postmarked.  Addresses
for notice to either party are as shown on the signature page of this Agreement, or as subsequently modified by written notice.


 


15.           Consent
to Jurisdiction.  The Company and Indemnitees each hereby irrevocably consent to the jurisdiction of the courts
of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement
and agree that any action instituted under this Agreement shall be brought only in the state courts of the State of Delaware.


 


16.           Choice
of Law.  This Agreement shall be governed by and its provisions construed in accordance with the laws of the
State of Delaware, as applied to contracts between Delaware residents entered into and to be performed entirely within Delaware
without regard to the conflict of law principles thereof.


 


17.           Period
of Limitations.  No legal action shall be brought and no cause of action shall be asserted by or in the right
of the Company against the Indemnitee, the Indemnitee’s estate, spouse, heirs, executors or personal or legal representatives
after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company
shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided,
however, that if any shorter period of limitations is otherwise applicable to any such cause of action, such shorter period
shall govern.


 


18.           Amendment
and Termination.  No amendment, modification, termination or cancellation of this Agreement shall be effective
with respect to any Indemnitee unless it is in writing signed by such Indemnitee and the Company.  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.


 


19.           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 between the parties hereto.


 


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


 


	 	COMPANY:	 
	 	 	 
	 	ATRINSIC, INC.,	 
	 	a Delaware corporation	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:  	 
	 	 	Title:    	 


 


	 	INDEMNITEE:	 
	 	 	 
	 	 	 
	 	Address:	 


 




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