Exhibit 10.3


 


INDEMNIFICATION
AGREEMENT


 


THIS
INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of August          ,
2016, is entered into by and between Railvision Ltd., a company incorporated under the laws of the State of Israel, registration
number 5154441541 (the “Company”), and __________, a member of the board of directors of the Company whose
address is ___________________________ (the “Indemnitee”).


 


	WHEREAS,
	Indemnitee
    is an Office Holder (“Nosse Misra”), as such term is defined in the Companies Law, 5759–1999 (the
    “Companies Law”
    and “Office Holder” respectively), of the Company; 
	 	 
	WHEREAS,	both
    the Company and Indemnitee recognize the risk of litigation and other claims being asserted against Office Holders of companies
    and that highly competent persons are provided with adequate protection through insurance or indemnification against inordinate
    risks of claims and actions against them arising out of their service to, and activities on behalf of, companies; 
	 	 
	WHEREAS,	the
    Articles of Association of the Company authorize the Company to indemnify (or pay incurred expenses) its Office Holders and
    provide for insurance and exculpation to its Office Holders, in each case, to the fullest extent permitted by applicable law;
    
	 	 
	WHEREAS,	the
    Company has determined that it is reasonable, prudent and necessary for the Company to indemnify its Office Holders 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; 
	 	 
	WHEREAS,	The
    Company wishes to undertake the indemnification and the payment of expenses to Indemnitee to the fullest extent permitted
    by applicable law and provide for insurance and exculpation of Indemnitee, all as set forth in this Agreement.


 


NOW,
THEREFORE, the parties hereto agree as follows:


 


	1.	INDEMNIFICATION
                                         AND INSURANCE.



 


		1.1.	The
                                         Company hereby undertakes to indemnify Indemnitee to the fullest extent permitted by
                                         applicable law for any liability and expense specified in Sections ‎1.1.1 through
                                         ‎1.1.4 below, imposed on Indemnitee due to or in connection with an act performed
                                         by such Indemnitee, either prior to or after the date hereof, in Indemnitee’s capacity
                                         as an Office Holder, including, without limitation, as a director, officer, employee,
                                         agent or fiduciary of the Company, any subsidiary thereof or any other corporation, collaboration,
                                         partnership, joint venture, trust or other enterprise, in which Indemnitee serves at
                                         any time as such Office Holder at the request of the Company (the “Corporate
                                         Capacity”). The term “act performed in Indemnitee’s capacity as
                                         an Office Holder” shall include, without limitation, any act, omission and failure
                                         to act relating to or arising from Indemnitee’s service in a Corporate Capacity.
                                         Notwithstanding the foregoing, in the event that the Office Holder is the beneficiary
                                         of an indemnification undertaking provided by a wholly owned subsidiary of the Company,
                                         with respect to his Corporate Capacity with such subsidiary or entity, then the indemnification
                                         obligations of the Company hereunder with respect to such Corporate Capacity shall only
                                         apply to the extent that the indemnification by such subsidiary does not actually fully
                                         cover the indemnifiable liabilities and expenses relating thereto. The following shall
                                         be hereinafter referred to as “Indemnifiable Events”, subject to applicable
                                         law:



 


		1.1.1.	Any
                                         financial liability imposed on Indemnitee in favor of any person pursuant to a judgment,
                                         including a judgment rendered in the context of a settlement or an arbitrator’s
                                         award approved by a court. For purposes of Section ‎1 of this Agreement, the term
                                         “person” shall include, without limitation, a natural person, firm,
                                         partnership, joint venture, trust, company, corporation, limited liability entity, unincorporated
                                         organization, estate, government, municipality, or any political, governmental, regulatory
                                         or similar agency or body;



 






     

     


    

 


		1.1.2.	Reasonable
                                         Expenses (as defined below) expended or incurred by Indemnitee as a result of an investigation
                                         or any proceeding instituted against the Indemnitee by an authority that is authorized
                                         to conduct an investigation or proceeding, that (i) was concluded without filing an indictment
                                         against the Indemnitee and without imposing on the Indemnitee a financial obligation
                                         in lieu of a criminal proceeding, (ii) was concluded without filing an indictment against
                                         the Indemnitee but with imposing a financial obligation in lieu of a criminal proceeding
                                         in an offence that does not require proof of mens rea; or (iii) is in connection
                                         with a monetary sanction. In this section “conclusion of a proceeding without filing
                                         an indictment in a matter in which a criminal investigation has been instigated”
                                         and “financial liability in lieu of a criminal proceeding” shall mean as
                                         ascribed under the Companies Law;



 


		1.1.3.	Reasonable
                                         Expenses incurred by or charged to Indemnitee by a court (i) in a proceeding instituted
                                         against the Indemnitee by the Company or on its behalf or by another person; (ii) in
                                         a criminal charge from which he was acquitted; or (iii) in which he was convicted of
                                         an offence that does not require proof of mens rea; and



 


		1.1.4.	Any
                                         other event, occurrence or circumstances in respect of which the Company may lawfully
                                         indemnify an Office Holder of the Company.



 


For
the purpose of this Agreement, “Expenses” shall include, without limitation, reasonable attorneys’ fees
and all other costs, expenses, fees, penalties, fines, judgments and obligations paid or incurred by Indemnitee in connection
with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness
in or participate in any claim relating to any matter for which indemnification hereunder may be provided. Expenses shall be considered
paid or incurred by Indemnitee at such time as Indemnitee is required to pay or incur such cost or expenses, including upon receipt
of an invoice or payment demand. The Company shall pay the Expenses in accordance with the provisions of Section ‎1.3.


 


		1.2.	Notwithstanding
                                         anything herein to the contrary, the Company shall indemnify the Indemnitee under Section
                                         1.1 only with respect to events described in Exhibit A hereto, with respect
                                         to which, the Board of Directors of the Company (the “Board”) determined
                                         that, in light of the proposed operations of the Company, such events may occur. The
                                         maximum amount of indemnification payable by the Company under Section ‎1.1.1 of
                                         this Agreement for each event described in Exhibit A shall be as set forth in Exhibit
                                         A (the “Limit Amount”). The Limit Amount payable by the Company for
                                         each event described in Exhibit A is deemed by the Company to be reasonable in light
                                         of the circumstances. The indemnification provided under Section 1.1 herein shall not
                                         be subject to the limitations imposed by this Section ‎1.2 and Exhibit A if
                                         and to the extent such limits are no longer required by the Companies Law.



 






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		1.3.	If
                                         so requested by Indemnitee in writing (which written instrument shall set forth in reasonable
                                         detail the facts of such request in connection with which such indemnification is sought
                                         and which is accompanied by reasonable written evidence (such as invoices or receipts
                                         which Indemnitee has already paid or which Indemnitee is required to pay)), and subject
                                         to the Company’s repayment and reimbursements rights set forth in Sections ‎3
                                         and ‎5 below, the Company shall pay amounts to cover Indemnitee’s Expenses
                                         with respect to which Indemnitee is entitled to be indemnified under Section ‎1.1
                                         above, as and when incurred. The payments of such amounts shall be made by the Company
                                         as soon as practicable, but in any event no later than thirty (30) days after written
                                         demand by such Indemnitee therefor to the Company, and any such payment shall be deemed
                                         to constitute indemnification hereunder. In the event that any indemnification payment
                                         hereunder is taxable to Indemnitee, the Company will then gross up any such amount paid
                                         as indemnification hereunder to cover any such tax payments which may apply. As part
                                         of the aforementioned undertaking, the Company will make available to Indemnitee any
                                         security or guarantee that Indemnitee may be required to post in accordance with an interim
                                         decision given by a court, governmental or administrative body including for the purpose
                                         of substituting liens imposed on Indemnitee’s assets. In the event that Indemnitee
                                         makes a written request for payment of an amount of indemnification hereunder or payment
                                         of Indemnitee’s incurred but not yet paid Expenses, which are indemnifiable as
                                         provided herein and the Company fails to determine Indemnitee’s right to indemnification
                                         hereunder or fails to make such payment or advancement, Indemnitee may petition any court
                                         which has jurisdiction to enforce the Company’s obligations hereunder. The Company agrees
                                         to reimburse Indemnitee in full for any reasonable expenses incurred by Indemnitee in
                                         connection with investigating, preparing for, litigating, defending or settling any action
                                         brought by Indemnitee under the immediately preceding sentence, except where such action
                                         or any claim or counterclaim in connection therewith is resolved in favor of the Company.



 


		1.4.	The
                                         Company’s obligation to indemnify Indemnitee and pay Indemnitee’s incurred
                                         but not yet paid Expenses, which are indemnifiable in accordance with this Agreement,
                                         shall be for such period as Indemnitee shall be subject to any actual, possible or threatened
                                         claim, action, suit, demand or proceeding or any inquiry or investigation, whether civil,
                                         criminal or investigative, arising out of the Indemnitee’s service in the Corporate
                                         Capacity as described in Section ‎1.1 above, whether or not Indemnitee is still serving
                                         in such position (the “Indemnification Period”).



 


		1.5.	The
                                         Company undertakes that, subject to the mandatory limitations under applicable law, as
                                         long as it may be obligated to provide indemnification or pay Indemnitee’s incurred
                                         but not yet paid Expenses which are indemnifiable under this Agreement, the Company will
                                         purchase and maintain in effect directors and officers liability insurance, which will
                                         include coverage for the benefit of the Indemnitee, providing coverage in amounts as
                                         reasonably determined by the Board including in the form of a tail insurance or similar
                                         insurance.



 






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		1.6.	The
                                         Company undertakes to give prompt written notice of the commencement of any claim hereunder
                                         to the insurers in accordance with the procedures set forth in each of the policies.
                                         The Company shall thereafter diligently take all actions reasonably necessary under the
                                         circumstances to cause such insurers to pay, on behalf of Indemnitee, all amounts payable
                                         as a result of such action, suit, proceeding, inquiry or investigation in accordance
                                         with the terms of such policies. The above shall not derogate from Company’s authority
                                         to freely negotiate or reach any compromise with the insurer which is reasonable at the
                                         Company’s sole discretion, and provided that the Company shall act in good faith
                                         and in a diligent manner.



 


	2.	SPECIFIC
                                         LIMITATIONS ON INDEMNIFICATION.



 


Notwithstanding
anything to the contrary in this Agreement, the Company shall not indemnify the Indemnitee or pay Indemnitee’s incurred
but not yet paid Expenses with respect to:


 


		(i)	any
                                         act, event or circumstance with respect to which it is prohibited to do so under the
                                         Companies Law or any applicable law, as may be in effect from time to time; or



 


		(ii)	proceedings
                                         or claims initiated or brought voluntarily by Indemnitee against the Company, other than
                                         by way of defense or by way of third party notice to the Company in connection with claims
                                         brought against Indemnitee, except in specific cases in which the Board has approved
                                         the initiation or bringing of such suit, which approval shall not be unreasonably withheld.



 


	3.	REPAYMENT
                                         OF EXPENSES.



 


In
the event that the Company provides or is required to provide indemnification with respect to Expenses hereunder and at any time
thereafter, the Company determines, based on advice from its legal counsel, that the Indemnitee was not entitled to such payments
under applicable law, the amounts so indemnified by the Company will be promptly repaid by Indemnitee for all such amounts theretofore
paid, unless the Indemnitee disputes the Company’s determination, in which case the Indemnitee’s obligation to repay
to the Company shall be postponed until such dispute is finally resolved.


 


	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 recovery of Indemnitee, who shall execute all documents reasonably required and shall do everything that may be reasonably
necessary to secure such rights, including the execution of such documents reasonably necessary to enable the Company to effectively
bring suit to enforce such rights. For the avoidance of doubt, the provisions of this Section 4 shall not derogate from any right
the Company may have under any insurance policy providing coverage to Indemnitee and/or the Company upon the occurrence of an
Indemnifiable Event.


 






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	5.	REIMBURSEMENT.



 


The
Company shall not be liable under this Agreement to make any payment in connection with any Indemnifiable Event to the extent
Indemnitee has otherwise actually received payment under any insurance policy of the Company or otherwise (without any obligation
of Indemnitee to repay any such amount) of the amounts otherwise indemnifiable hereunder, other than for amounts which are in
excess of the amounts actually paid to the Indemnitee pursuant to any such insurance policy or otherwise. Any amounts paid to
Indemnitee under such insurance policy or otherwise after the Company has indemnified Indemnitee for such liability or Expense
shall be repaid to the Company promptly upon receipt by Indemnitee.


 


	6.	EFFECTIVENESS.



 


The
Company represents and warrants that this Agreement was duly adopted and approved by the Company, and shall be in full force and
effect immediately upon its execution.


 


	7.	NOTIFICATION
                                         AND DEFENSE OF CLAIM.



 


Indemnitee
shall notify the Company in writing of the commencement of any action, suit or proceeding, and of the receipt of any notice or
threat that any such legal proceeding has been or shall or may be initiated against Indemnitee (including any proceedings by or
against the Company and any subsidiary thereof), promptly upon Indemnitee first becoming so aware; but the omission so to notify
the Company will not relieve the Company from any liability which it may have to Indemnitee under this Agreement unless and to
the extent that such failure to provide notice adversely prejudices the Company’s ability to defend such action. Notice
to the Company shall be directed to the Chief Executive Officer or Chief Financial Officer of the Company at the address shown
in the preamble to this Agreement (or such other address as the Company shall designate in writing to Indemnitee). With respect
to any such action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereof and without derogating
from Sections ‎1.1 and ‎2 above:


 


		7.1.	The
                                         Company will be entitled to participate therein at its own expense.



 


		7.2.	Except
                                         as otherwise provided below, the Company, alone or jointly with any other indemnifying
                                         party similarly notified, will be entitled to assume the defense thereof, with counsel
                                         selected by the Company. The Company shall notify Indemnitee of any such decision to
                                         assume defense within ten (10) calendar days of receipt of notice of any such proceeding.
                                         Indemnitee shall have the right to employ his or her own counsel in such action, suit
                                         or proceeding, but the fees and expenses of such counsel incurred after notice from the
                                         Company of its assumption of the defense thereof shall be at the expense of Indemnitee,
                                         unless: (i) the employment of counsel by Indemnitee has been authorized in writing
                                         by the Company; (ii) Indemnitee shall have, in good faith, reasonably concluded based
                                         on a written opinion of an independent legal counsel that there may be a conflict of
                                         interest under the law and rules of attorney professional conduct applicable to such
                                         claim between the Company and Indemnitee in the conduct of the defense of such action;
                                         or (iii) the Company has not in fact employed counsel to assume the defense of such
                                         action, in which cases the reasonable fees and expenses of counsel shall be at the expense
                                         of the Company. The Company shall not be entitled to assume the defense of any action,
                                         suit or proceeding brought by or on behalf of the Company or as to which Indemnitee shall
                                         have reached the conclusion specified in (ii) above. Indemnitee’s attorney shall be fully
                                         updated, and will fully update the Company, on the defense procedure, and Indemnitee,
                                         its attorney, the Company and the attorney conducting the legal defense on behalf of
                                         the Company shall cooperate with each other, including regularly consulting with each
                                         other on the measures taken in the course of the defense.



 






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		7.3.	The
                                         Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts
                                         or expenses paid in connection with a settlement of any action, claim or otherwise, effected
                                         without the Company’s prior written consent.



 


		7.4.	The
                                         Company shall have the right, but not the obligation, to conduct the defense as it sees
                                         fit in its sole discretion (provided that the Company shall conduct the defense in good
                                         faith and in a diligent manner), including the right to settle or compromise any claim
                                         or to consent to the entry of any judgment against Indemnitee without the consent of
                                         the Indemnitee, provided that, the amount of such settlement, compromise or judgment
                                         does not exceed the Limit Amount (if applicable) and is fully indemnifiable pursuant
                                         to this Agreement (subject to Section ‎1.2 of this Agreement) and/or applicable law,
                                         and any such settlement, compromise or judgment does not impose any penalty or limitation
                                         on Indemnitee without the Indemnitee’s prior written consent. In the case of civil
                                         proceedings the Indemnitee’s consent shall not be required if the settlement includes
                                         a complete release of Indemnitee, does not contain any admission of wrong-doing by Indemnitee
                                         and does not impose any penalty or limitation on Indemnitee. In no event shall the Company
                                         settle any criminal proceeding without the Indemnitee’s prior consent. In the case
                                         of criminal proceedings the Company and/or its legal counsel will not have the right
                                         to plead guilty or agree to a plea-bargain in the Indemnitee’s name without the
                                         Indemnitee’s prior written consent. Neither the Company nor Indemnitee will unreasonably
                                         withhold or delay their consent to any proposed settlement.



 


		7.5.	Indemnitee
                                         shall fully cooperate with the Company and shall give the Company all information and
                                         access to documents, files and to his advisors and representatives as shall be within
                                         Indemnitee’s power, in every reasonable way as may be required by the Company with
                                         respect to any claim which is the subject matter of this Agreement and in the defense
                                         of other claims asserted against the Company (other than claims asserted by Indemnitee),
                                         provided that the Company shall cover all reasonable expenses, costs and fees incidental
                                         thereto such that the Indemnitee will not be required to pay such expenses, costs and
                                         fees.



 


	8.	EXCULPATION.



 


Subject
to the provisions of the Companies Law, the Company hereby releases, in advance, the Office Holder from liability to the Company
for any damage that arises from the breach of the Office Holder’s duty of care to the Company (within the meaning of such
terms under Sections 252 and 253 of the Companies Law), other than breach of the duty of care towards the Company in a distribution
(as such term is defined in the Companies Law).


 






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	9.	NON-EXCLUSIVITY.



 


The
rights of the Indemnitee hereunder shall not be deemed exclusive of any other rights Indemnitee may have under the Company’s
Articles of Association, applicable law or otherwise, and to the extent that during the Indemnification Period the indemnification
rights of the then serving Office Holders are more favorable to such directors or officers than the indemnification rights provided
under this Agreement to Indemnitee, Indemnitee shall be entitled to the full benefits of such more favorable indemnification rights
to the extent permitted by law. Any amendment to the Companies Law, the Israeli Securities Law 5728-1968 or other applicable law
adversely affecting the right of the Indemnitee to be indemnified pursuant hereto shall be prospective in effect, and shall not
affect the Company’s obligation or ability to indemnify the Indemnitee for any act or omission occurring prior to such amendment,
unless otherwise provided by applicable law.


 


	10.	PARTIAL
                                         INDEMNIFICATION.



 


If
Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses
actually or reasonably incurred by Indemnitee in connection with any proceedings, but not, however, for the total amount thereof,
the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses to which Indemnitee is entitled under any
provision of this Agreement. Subject to the provisions of Section ‎5 above, any amount received by Indemnitee (under any insurance
policy of the Company or otherwise) shall not reduce the Limit Amount hereunder and shall not derogate from the Company’s
obligation to indemnify the Indemnitee in accordance with the provisions of this Agreement up to the Limit Amount, as set forth
in Section ‎1.2 above.


 


	11.	BINDING
                                         EFFECT.



 


This
Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors
and permitted assigns. In the event of a merger or consolidation of the Company or a transfer or disposition of all or substantially
all of the business or assets of the Company, the Indemnitee shall be entitled to the same indemnification and insurance provisions
as the most favorable indemnification and insurance provisions afforded to the then-serving Office Holders of the Company. In
the event that in connection with such transaction the Company purchases a directors’ and officers’ “tail”
or “run-off” policy for the benefit of its then serving Office Holders, then such policy shall cover Indemnitee and
such coverage shall be deemed to be in satisfaction of the insurance requirements under this Agreement. This Agreement shall continue
in effect during the Indemnification Period regardless of whether Indemnitee continues to serve in a Corporate Capacity.


 


	12.	SEVERABILITY.



 


The
provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect
the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof
or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order
to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b)
the remainder of this Agreement and the application of such provision or circumstances shall not be affected by such invalidity
or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or
the application thereof, in any other jurisdiction.


 






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	13.	NOTICE.



 


All
notices and other communications pursuant to this Agreement shall be in writing and shall be deemed provided if delivered personally,
telecopied, sent by electronic facsimile, email, reputable overnight courier or mailed by registered or certified mail (return
receipt requested), postage prepaid, to the parties at the addresses shown in the preamble to this Agreement, or to such other
address as the party to whom notice is to be given may have furnished to the other party hereto in writing in accordance herewith.
Any such notice or communication shall be deemed to have been delivered and received (i) in the case of personal delivery, on
the date of such delivery, (ii) in the case of telecopier or an electronic facsimile or email, one business day after the date
of transmission if confirmation of receipt is received, (iii) in the case of a reputable overnight courier, three business days
after deposit with such reputable overnight courier service, and (iv) in the case of mailing, on the seventh business day following
that on which the mail containing such communication is posted.


 


	14.	GOVERNING
                                         LAW; JURISDICTION.



 


This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Israel, without giving effect
to the conflicts of law provisions of those laws. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction
and venue of the courts of Tel Aviv, Israel for all purposes in connection with any action or proceeding which arises out of or
relates to this Agreement.


 


	15.	ENTIRE
                                         AGREEMENT AND TERMINATION.



 


This
Agreement represents the entire agreement between the parties and supersedes any other agreements, contracts or understandings
between the parties, whether written or oral, with respect to the subject matter of this Agreement.


 


	16.	NO
                                         MODIFICATION AND NO WAIVER.



 


No
supplement, modification or amendment, termination or cancellation 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. Any waiver shall
be in writing.


 


	17.	ASSIGNMENTS;
                                         NO THIRD PARTY RIGHTS



 


Neither
party hereto may assign any of its rights or obligations hereunder except with the express prior written consent of the other
party, provided however, that the Company will be entitled to assign this Agreement without the consent of the Indemnitee
upon consummation by the Company of a merger, reorganization of the Company with or into, or an acquisition or sale of all or
substantially all of its shares or assets to a third party (the “Acquiring Party”), provided that in such case
the Company shall promptly notify the Indemnitee of the identity of such assignee and that the Acquiring Party shall be bound
by the terms and conditions of this Agreement. . Nothing herein shall be deemed to create or imply an obligation for the benefit
of a third party. Without limitation of the foregoing, nothing herein shall be deemed to create any right of any insurer that
provides directors’ and officers’ liability insurance, to claim, on behalf of Indemnitee, any rights hereunder.


 


	18.	COUNTERPARTS



 


This
Agreement may be executed in any number of counterparts, each of which shall be deemed an original and enforceable against the
parties actually executing such counterpart, and all of which together shall constitute one and the same instrument; it being
understood that parties need not sign the same counterpart. The exchange of an executed Agreement (in counterparts or otherwise)
by facsimile or by electronic delivery in PDF format shall be sufficient to bind the parties to the terms and conditions of this
Agreement, as an original.


 


	19.	CORPORATE
                                         APPROVAL



 


This
Agreement is being executed pursuant to the resolutions adopted by the Board on July , 2016, and by the shareholders of the Company
on July , 2016. At the time of approval, the Board determined, based on the then current activity of the Company, that the Limit
Amount stated in Exhibit A attached hereto was reasonable and that the events listed in Exhibit A
were reasonably anticipated.


 


[Signature
Page to Follow]


 






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IN
WITNESS WHEREOF, the parties, each acting under due and proper authority, have executed this Agreement as of the date first
mentioned above, in one or more counterparts.





	 	COMPANY
	 	 
	 	Railvision
Ltd.

	 	By:	
	 	Name and title:	 


 


	 	INDEMNITEE
	 	 
	 	 	

	 	Signature:	 


 






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EXHIBIT
A*


 


	 	 	TYPE OF EVENT	 	LIMIT AMOUNT	 
	1.	 	Claims in connection with employment relationships with employees of the Company, and in connection with business relations between the Company and its employees, independent contractors, customers, suppliers and various service providers.	 	$	1,000,000	 
	 	 	 	 	 	 	 
	2.	 	Negotiations, execution, delivery and performance of agreements of any kind or nature, anti-competitive acts, acts of commercial wrongdoing, approval of corporate actions including the approval of the acts of the Company’s management, their guidance and their supervision, actions concerning the approval of transactions with Office Holders or shareholders, including controlling persons and claims of failure to exercise business judgment and a reasonable level of proficiency, expertise and care with respect to the Company’s business.	 	$	1,000,000	 
	 	 	 	 	 	 	 
	3.	 	Violation, infringement and other misuse of copyrights, patents, designs, trade secrets and any other intellectual property rights, breach of confidentiality obligations, acts in regard of invasion of privacy including with respect to databases, acts in connection with slander and defamation, and claims in connection with publishing or providing any information, including any filings with any governmental authorities, whether or not required under any applicable laws.	 	$	1,000,000	 
	 	 	 	 	 	 	 
	4.	 	Violations of securities laws of any jurisdiction, including without limitation, fraudulent disclosure claims, failure to comply with any securities authority or any stock exchange disclosure or other rules and any other claims relating to relationships with investors, debt holders, shareholders and the investment community; claims relating to or arising out of financing arrangements, any breach of financial covenants or other obligations towards lenders or debt holders of the Company, class actions, violations of laws requiring the Company to obtain regulatory and governmental licenses, permits and authorizations in any jurisdiction; actions taken in connection with the issuance of any type of securities of Company, including, without limitation, the grant of options to purchase any of the same.	 	$	1,000,000	 
	 	 	 	 	 	 	 
	5.	 	Liabilities arising in connection with any products or services developed, distributed, sold, provided, licensed or marketed by the Company, and any actions in connection with the distribution, sale, license or use of such products.	 	$	1,000,000	 



 






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	6.	 	The offering of securities by the Company to the public and/or to private investors or the offer by the Company to purchase securities from the public and/or from private investors or other holders pursuant to a prospectus, agreements, notices, reports, tenders and/or other proceedings.	 	$	1,000,000	 
	 	 	 	 	 	 	 
	7.	 	Events in connection with change in ownership or in the structure of the Company, its reorganization, dissolution, or any decision concerning any of the foregoing, including but not limited to, merger, sale or acquisition of assets, division, change in capital.	 	$	1,000,000	 
	 	 	 	 	 	 	 
	8.	 	Any claim or demand made in connection with any transaction not in the ordinary course of business of the Company, including the sale, lease or purchase of any assets or business.	 	$	1,000,000	 
	 	 	 	 	 	 	 
	9.	 	Any claim or demand made by any third party suffering any personal injury and/or bodily injury or damage to business or personal property or any other type of damage through any act or omission attributed to the Company, or its employees, agents or other persons acting or allegedly acting on its behalf.	 	$	1,000,000	 
	 	 	 	 	 	 	 
	10.	 	Any claim or demand made directly or indirectly in connection with complete or partial failure, by the Company or its directors, officers and employees, to pay, report, keep applicable records or otherwise, of any foreign, federal, state, county, local, municipal or city taxes or other compulsory payments of any nature whatsoever, including, without limitation, income, sales, use, transfer, excise, value added, registration, severance, stamp, occupation, customs, duties, real property, personal property, capital stock, social security, unemployment, disability, payroll or employee withholding or other withholding, including any interest, penalty or addition thereto, whether disputed or not.	 	$	1,000,000	 
	 	 	 	 	 	 	 
	11.	 	Any administrative, regulatory, judicial or civil actions orders,decrees, suits, demands, demand letters, directives, claims, liens, investigations, proceedings or notices of noncompliance or violation by any governmental entity or other person alleging potential responsibility or liability (including potential responsibility or liability for costs of enforcement investigation, cleanup, governmental response, removal or remediation, for natural resources damages, property damage, personal injuries or penalties or for contribution,  indemnification, cost recovery, compensation or injunctive relief) arising out of, based on or related to (a) the presence of, release, spill, emission, leaning, dumping, pouring, deposit, disposal, discharge, leaching or migration into the environment (each a “Release”) or threatened Release of, or exposure to, any hazardous, toxic, explosive or radioactive substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing material, polychlorinated biphenyls (“PCBs”) or PCB-containing materials or equipment, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any environmental law, at any location, whether or not owned, operated, leased or managed by the Company or any of its subsidiaries, or (b) circumstances forming the basis of any violation of any environmental law or environmental permit, license, registration or other authorization required under applicable environmental law.	 	$	1,000,000	 



 






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	12.	 	Any administrative, regulatory or judicial actions, orders, decrees, suits, demands, demand letters, directives, claims, liens, investigations, proceedings or notices of noncompliance or violation by any governmental entity or other person alleging the failure to comply with any statute, law, ordinance, rule, regulation, order or decree of any governmental entity applicable to the Company or any of its businesses, assets or operations, or the terms and conditions of any operating certificate or licensing agreement.	 	$	1,000,000	 
	 	 	 	 	 	 	 
	13.	 	Participation and/or non-participation at the Company’s Board meetings, bona fide expression of opinion and/or voting and/or abstention from voting at the Company’s Board meetings.	 	$	1,000,000	 
	 	 	 	 	 	 	 
	14.	 	Review and approval of the Company’s financial statements, including any action, consent or approval related to or arising from the foregoing, including, without limitations, execution of certificates for the benefit of third parties related to the financial statements.	 	$	1,000,000	 
	 	 	 	 	 	 	 
	15.	 	All actions, consents and approvals relating to a distribution of dividends, in cash or otherwise.	 	$	1,000,000	 



 


	*	Any
                                         reference in this Exhibit A to the Company shall include the Company and any entity in
                                         which the Indemnitee serves in a Corporate Capacity.



 


 


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