CLEARSIGN COMBUSTION CORPORATION


 


INDEMNIFICATION AGREEMENT


 


THIS INDEMNIFICATION AGREEMENT is entered
into, effective as of March __, 2012 by and between ClearSign Combustion Corporation, a Washington corporation (the “Company”),
and [___________________ ](“Indemnitee”).


 


WHEREAS, it is essential to the Company
to retain and attract as directors and officers the most capable persons available;


 


WHEREAS, Indemnitee is a director and/or
officer of the Company; and


 


WHEREAS, in recognition of Indemnitee’s
need for substantial protection against personal liability in order to enhance Indemnitee’s continued and effective service
to the Company, and in order to induce Indemnitee to provide services to the Company as a director and/or officer, the Company
wishes to provide in this Agreement for the indemnification of and advance of expenses to Indemnitee to the fullest extent (whether
partial or complete) permitted by Washington state law and as set forth in this Agreement, and, to the extent insurance is maintained,
for the coverage of Indemnitee under the Company’s director and officer liability insurance policies.


 


NOW, THEREFORE, in consideration of the
above premises and of Indemnitee’s continued service to the Company, and intending to be legally bound hereby, the parties
agree as follows:


 


1.    Certain Definitions.


 


		(a)	“Board” means the board of directors of the Company.



 


		(b)	“Change in Control” shall be deemed to have occurred if (i) any “person” (as such term is used
in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Act”)), other than a trustee
or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly
by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company (collectively
“excluded persons”), is or becomes the “Beneficial Owner” (as defined in Rule 13d-3 under
the Act), directly or indirectly, of securities of the Company representing 30% or more of the total voting power represented by
the Company’s then outstanding Voting Securities, or (ii) during any period of two consecutive years, individuals who at
the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by
the Company’s shareholders 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 of the Board, or (iii) a merger or consolidation in which the Company is not the surviving
corporation (other than a merger or consolidation with a wholly-owned subsidiary, a reincorporation of the Company in a different
jurisdiction, or other transaction in which there is no substantial change in the shareholders of the Company or their relative
stock holdings), or (iv) a merger in which the Company is the surviving corporation but after which the shareholders of the Company
immediately prior to such merger (other than any shareholder that merges, or which owns or controls another corporation that merges
with the Company in such merger) cease to own their shares or other equity interest in the Company, or (v) in the event of a dissolution
or liquidation of the Company, or (vi) the sale or disposition (in one transaction or a series of transactions) of all or substantially
all of the Company’s assets, or (vii) the acquisition, sale, or transfer of more than 50% of the outstanding shares of the
Company by tender offer or similar transaction.



 



    	 



    	 



    

 


 


		(c)	“Company” shall include, in addition to the Company
named in this Agreement, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or
merger with the Company, which constituent corporation, if its separate existence had continued, would have had power and authority
to indemnify its directors, officers, employees or agents.  For purposes of this Agreement, references to “other enterprises”
shall include employee benefit plans; and references to “serving at the request of the Company” shall include any service
as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer,
employee or agent with respect to an employee benefit plan or its participants or beneficiaries; and if Indemnitee acted in good
faith and in a manner Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee
benefit plan, 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.



 


		(d)	“Expenses” mean any expense, liability, or loss, including attorneys’ fees, judgments, fines, ERISA
excise taxes and penalties, amounts paid or to be paid in settlement, any interest, assessments, or other charges imposed thereon,
and any federal, state, local, or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this
Agreement, paid or incurred in connection with investigating, defending, being a witness in, or participating in (including on
appeal), or preparing for any of the foregoing in, any Proceeding relating to any Indemnifiable Event.



 


		(e)	“Indemnifiable Event” means any event or occurrence that takes place either prior to or after the effective
date of this Agreement, relating to the fact that Indemnitee is or was a director or an officer of the Company, or while a director
or officer is or was serving at the request of the Company as a director, officer, employee, trustee, agent, or fiduciary of another
foreign or domestic corporation, partnership, joint venture, employee benefit plan, trust, or other enterprise, or was a director,
officer, employee, or agent of a foreign or domestic corporation that was a predecessor corporation of the Company or of another
enterprise at the request of such predecessor corporation, or related to anything done or not done by Indemnitee in any such capacity.



 


		(f)	“Independent Counsel” means the person or body appointed in connection with Section 3.



 


		(g)	“Potential Change in Control” shall be deemed to have occurred if (i) the Company enters into an agreement
or arrangement, the consummation of which would result in the occurrence of a Change in Control, (ii) any person (including the
Company) publicly announces an intention to take or to consider taking actions that, if consummated, would constitute a Change
in Control, (iii) any person (other than an Excluded Person) who is or becomes the Beneficial Owner, directly or indirectly, of
securities of the Company representing 10% 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 on
the date hereof, or (iv) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in
Control has occurred.



 



    	 



    	 



    

 


		(h)	“Proceeding” means (i) any threatened, pending, or complete action, suit, or proceeding, whether civil,
criminal, administrative, investigative, or other, or (ii) any inquiry, hearing, or investigation, whether conducted by the Company
or any other party, that Indemnitee in good faith believes might lead to the institution of any such action, or proceeding.



 


		(i)	“Reviewing Party” means the person or body appointed in accordance with Section 3.



 


		(j)	“Voting Securities” means any securities of the Company that vote generally in the election of directors.



 


2.    Agreement to Indemnify.


 


(a)      General
Agreement. In the event Indemnitee was, is, or becomes a party to or witness or other participant in, or is threatened to
be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable
Event, the Company shall indemnify Indemnitee from and against any and all Expenses to the fullest extent permitted by law, as
the same exists or may hereafter be amended or interpreted (but in the case of any such amendment or interpretation, only to the
extent that such amendment or interpretation permits the Company to provide broader indemnification rights than were permitted
prior thereto).


 


(b)      Limitations
on Indemnification. Indemnification shall be provided to any Indemnitee to the fullest extent permitted by the Revised Code
of Washington (“RCW”). Accordingly, the RCW substantially provides the following limitations, which shall apply
to any indemnification provided under this Agreement:


 


(1)  A
corporation may not indemnify a director unless approved in the specific case after a determination has been made that indemnification
of the director is permissible in the circumstances because the director has met the applicable Standard of Conduct (defined below).


 


(2)  The
determination shall be made:



     (a)  by the board of directors by majority vote of a quorum consisting of directors not at the time parties
to the Proceeding;



     (b)  if a quorum cannot be obtained under (a) above, by majority vote of a committee duly designated by
the Board, in which designation directors who are parties may participate, consisting solely of two or more directors not at the
time parties to the Proceeding;



     (c)  by special legal counsel:


 


(i)        selected
by the Board or its committee in the manner prescribed in (a) or (b) of this subsection; or


 


(ii)       if
a quorum of the Board cannot be obtained under (a) of this subsection and a committee cannot be designated under (b) of this subsection,
selected by majority vote of the full Board, in which selection directors who are parties may participate; or


 



    	 



    	 



    

 


(d)  by the shareholders, but shares
owned by or voted under the control of directors who are at the time parties to the Proceeding may not be voted on the determination.


 


An individual shall be deemed to have met
the “Standard of Conduct”, and the Company may indemnify an individual made a party to a proceeding because
the individual is or was a director and/or officer against liability incurred in the proceeding if:







(a)  the individual acted in good
faith; and






(b)  the individual reasonably
believed:


 


(i)          in
the case of conduct in the individual’s official capacity with the Company, that the individual’s conduct was in its
best interests; and


 


(ii)         in
all other cases, that the individual’s conduct was at least not opposed to its best interests; and


 


(c)  in the case of any criminal
proceeding, the individual had no reasonable cause to believe the individual’s conduct was unlawful.


 


Notwithstanding the foregoing, the Company
may not indemnify a director and/or officer:


 


(a)  in connection with a proceeding
by or in the right of the Company in which the director was adjudged liable to the Company; or


 


(b)  in connection with any other
proceeding charging improper personal benefit to the director, whether or not involving action in the director’s official
capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director.


 


Indemnification permitted under this Section
in connection with a proceeding by or in the right of the Company is limited to reasonable expenses incurred in connection with
the proceeding.


 


(c)    Initiation of Proceeding.
Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification pursuant to this
Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company
unless (i) the Company has joined in or the Board has consented to the initiation of such Proceeding, (ii) the Proceeding is one
to enforce indemnification rights under Section 5, or (iii) the Proceeding is instituted after a Change in Control and Independent
Counsel has approved its initiation.


 


(d)    Expense Advances. If so requested
by Indemnitee, the Company shall advance (within ten business days of such request) any and all Expenses to Indemnitee (an “Expense
Advance”); provided that such request shall be accompanied by reasonable evidence of the expenses incurred by Indemnitee
and that, if and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified
under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company)
for all such amounts theretofore paid. If Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure
a determination that Indemnitee should be indemnified under applicable law, as provided in Section 4, any determination made by
the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and 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 have lapsed).


 



    	 



    	 



    

 


 


(e)    Mandatory Indemnification.
Notwithstanding any other provision of this Agreement (other than Section 2(f) below), to the extent that Indemnitee has been successful
on the merits in defense of any Proceeding relating in whole or in part to an Indemnifiable Event or in defense of any issue or
matter therein, Indemnitee shall be indemnified against all Expenses incurred in connection therewith.


 


(f)    Partial Indemnification.
If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses,
but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to
which Indemnitee is entitled.


 


(g)    Other Exceptions to Indemnification.
No indemnification pursuant to this Agreement shall be paid by the Company on account of:





(i)                  any
Proceeding in which judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee
of securities of the Company pursuant to the provisions of Section 16(b) of the Act, as amended, or any similar statute;


 


(ii)                 any
reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits
realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any
such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley
Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and
sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act); or


 


(iii)                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 Indemnitee by an insurance carrier under the D&O Liability Insurance (defined
below) policy maintained by the Company.


 


(h)     Mutual Acknowledgement. Both
the Company and Indemnitee acknowledge that in certain instances Federal law or applicable public policy may prohibit the Company
from indemnifying its directors, officers and employees under this Agreement or otherwise.  Indemnitee understands and acknowledges
that the Company 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 right under public policy to
indemnify Indemnitee.


 



    	 



    	 



    

 


3.    Reviewing Party. Prior to any
Change in Control, the Reviewing Party shall be any appropriate person or body consisting of a member or members of the Board or
any other person or body appointed by the Board who is not a party to the particular Proceeding with respect to which Indemnitee
is seeking indemnification; after a Change in Control, the Reviewing Party shall be the Independent Counsel referred to below.
With respect to all matters arising after a Change in Control (other than a Change in Control approved by a majority of the directors
on the Board who were directors immediately prior to such Change in Control) concerning the rights of Indemnitee to indemnity payments
and Expense Advances under this Agreement or any other agreement or under applicable law or the Company’s Amended and Restated
Certificate of Incorporation or bylaws now or hereafter in effect relating to indemnification for Indemnifiable Events, the Company
shall seek legal advice only from Independent Counsel selected by Indemnitee and approved by the Company and who has not otherwise
performed services for the Company or the Indemnitee (other than in connection with indemnification matters) within the last five
years. The 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. Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as
to whether and to what extent the Indemnitee should be permitted to be indemnified under applicable law. The Company agrees to
pay the reasonable fees of the Independent Counsel and to indemnify fully such counsel against any and all expenses (including
attorney’s fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the engagement of
Independent Counsel pursuant hereto.


 


4.    Indemnification Process and Appeal.


 


(a)     Suit To Enforce Rights. Regardless
of any action by the Reviewing Party, if Indemnitee has not received full indemnification within 60 days after making a request
in accordance with Section 2(d), Indemnitee shall have the right to enforce its indemnification rights under this Agreement by
commencing litigation, in any appropriate court having subject matter jurisdiction thereof and in which venue is proper, seeking
an initial determination by the court or challenging any determination by the Reviewing Party or any aspect thereof, provided,
however, that such 60-day period shall be extended for reasonable time, not to exceed another 60 days, if the reviewing party in
good faith requires additional time for the obtaining or evaluating of documentation and information relating thereto. The Company
hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party not challenged
by the Indemnitee shall be binding on the Company and Indemnitee. The remedy provided for in this Section 4 shall be in addition
to any other remedies available to Indemnitee in law or equity.


 


(b)     Defense to Indemnification, Burden
of Proof, and Presumptions. It shall be a defense to any action brought by Indemnitee against the Company to enforce this Agreement
(other than an action brought to enforce a claim for Expenses incurred in defending a Proceeding in advance of its final disposition
where the required undertaking has been tendered to the Company) that is not permissible under applicable law for the Company to
indemnify Indemnitee for the amount claimed. In connection with any such action or any determination by the Reviewing Party or
otherwise as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proving such a defense or determination
shall be on the Company. Neither the failure of the Reviewing Party or the Company (including its Board, independent legal counsel,
or its shareholders) to have made a determination prior to the commencement of such action by Indemnitee that indemnification of
the claimant is proper under the circumstances because Indemnitee has met the Standard of Conduct set forth herein and under applicable
law, nor an actual determination by the Reviewing Party or Company (including its Board, independent legal counsel, or its shareholders)
that the Indemnitee had not met such applicable Standard of Conduct, shall be a defense to the action or create a presumption that
the Indemnitee has not met the applicable Standard of Conduct. For purposes of this Agreement, the termination of any claim, action,
suit, or proceeding, by judgment, order, settlement (whether with or without court approval), conviction, or upon a plea of nolo
contendere, or its equivalent shall not create a presumption that Indemnitee did not meet any particular standard of conduct or
have any particular belief or that a court has determined that indemnification is not permitted by applicable law.


 



    	 



    	 



    

 


5.    Indemnification for Expenses Incurred
in Enforcing Rights. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall
(within ten business days of such request), advance such Expenses to Indemnitee, that are incurred by Indemnitee in connection
with any claim asserted against or covered action brought by Indemnitee for (i) indemnification of Expenses or Expense Advances
by the Company under this Agreement or any other agreement or under applicable law or the Company’s Amended and Restated
Certificate of Incorporation or bylaws now or hereafter in effect relating to indemnification for Indemnifiable Events, and or
(ii) recovery under directors’ and officers’ liability insurance policies maintained by the Company, regardless of
whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, or


insurance recovery, as the case may be.


 


6.    Notification and Defense of Proceeding.


 


(a)     Notice. Promptly after receipt
by Indemnitee of notice of the commencement of any Proceeding, Indemnitee shall, if a claim in respect thereof is to be made against
the Company under this Agreement, notify the Company of the commencement thereof, but the omission so to notify the Company will
not relieve the Company from any liability that it may have to Indemnitee, except as provided in Section 6(c).


 


(b)     Defense. With respect to
any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company shall be entitled to participate
in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume
the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election
to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any
Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation
or as otherwise provided below. Indemnitee shall have the right to employ his or her own legal counsel in such Proceeding, but
all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s
expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably
determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii)
after a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company
shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which case all Expenses of the Proceeding
shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf
of the Company or as to which Indemnitee shall have made the determination provided for in (ii) above.


 


(c)     Settlement of Claims. The
Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any
Proceeding effected without the Company’s written consent, provided, however, that if a Change in Control has occurred, the
Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved
the settlement. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on Indemnitee
without Indemnitee’s written consent. The Company shall not be liable to indemnify the Indemnitee under this Agreement with
regard to any judicial award if the Company was not given a reasonable and timely opportunity, at its expense, to participate in
the defense of such action; the Company’s liability hereunder shall not be excused if participation in the Proceeding by
the Company was barred by this Agreement.


 


7.    Non-Exclusivity. The rights of
Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the Company’s Amended and Restated
Certificate of Incorporation, bylaws, applicable law, or otherwise. To the extent that a change in applicable law (whether by statute
or judicial decision) permits greater indemnification by agreement than would be afforded currently under the Company’s Amended
and Restated Certificate of Incorporation, bylaws, applicable law, or this Agreement, it is the intent of the parties that Indemnitee
enjoy by this Agreement the greater benefits so afforded by such change.


 



    	 



    	 



    

 


8.    Directors and Officers Liability
Insurance.


 


(a)  The Company
shall obtain and maintain a policy or policies of insurance (“D&O Liability Insurance”) with reputable insurance
companies providing liability insurance for directors and officers of the Company in their capacities as such (and for any capacity
in which any director or officer of the Company serves any other person or entity at the request of the Company), in respect of
acts or omissions occurring while serving in such capacity, on terms with respect to coverage and amount (including with respect
to the payment of expenses) no less favorable than those of such policy in effect on the date hereof except for any changes approved
by the Board of Directors of the Company.


 


(b)  Indemnitee
shall be covered by the Company’s D&O Liability Insurance policies as in effect from time to time in accordance with
the applicable terms to the maximum extent of the coverage available for any other director or officer under such policies. The
Company shall, promptly after receiving notice of a Proceeding as to which Indemnitee is a party or a participant (as a witness
or otherwise), give notice of such proceeding to the insurers under the Company’s D&O Liability Insurance policies in
accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable
actions to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance
with the terms of such policies. The failure or refusal of any such insurer to pay any such amount shall not affect or impair the
obligations of the Company under this Agreement.


 


(c)  Upon
request by Indemnitee, the Company shall provide to Indemnitee copies of the D&O Liability Insurance policies as in effect
from time to time. The Company shall promptly notify Indemnitee of any material changes in such insurance coverage.


 


9.    Amendment of this Agreement.  No supplement, modification, 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 operate as a waiver of any other provisions hereof (whether
or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided herein, no failure to exercise
or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof.


 


10.   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 papers required and shall do everything that may be necessary to secure such rights, including
the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.


 


11.   No Duplication of Payments.
 The Company shall not be liable under this Agreement to make any payment in connection with any claim made against Indemnitee to
the extent Indemnitee has otherwise received payment (under any insurance policy, bylaw, or otherwise) of the amounts otherwise
indemnifiable hereunder.


 


12.   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 (including
any direct or indirect successor by purchase, merger, consolidation, or otherwise to all or substantially all of the business and/or
assets of the Company), assigns, spouses, heirs, and personal and legal representatives. The indemnification provided under this
Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity pertaining
to an Indemnifiable Event even though he or she may have ceased to serve in such capacity at the time of any Proceeding.


 



    	 



    	 



    

  


13.   Severability.  If any provision
(or portion thereof) of this Agreement shall be held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable,
the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible,
the provisions of this Agreement (including, without limitation, each portion of this Agreement containing any provision held to
be invalid, void, or otherwise unenforceable, that is not itself invalid, void, or unenforceable) shall be construed so as to give
effect to the intent manifested by the provision held invalid, void, or unenforceable.


 


14.   Governing Law.  This Agreement
shall be governed by and construed and enforced in accordance with the laws of the State of Washington applicable to contracts
made and to be performed in such state without giving effect to the principles of conflicts of laws.


 


15.   Notices.  All
notices, demands, and other communications required or permitted hereunder shall be made in writing and shall be deemed to
have been duly given if delivered by hand, against receipt, or mailed, postage prepaid, certified or registered mail, return
receipt requested, and addressed to the Company at:


 


ClearSign Combustion Corporation


12870 Interurban Avenue South


Seattle, Washington 98168


Fax: (206) 673-4848


Attn: Chief Executive Officer


 


Notice of change of address shall be effective
only when given in accordance with this Section. All notices complying with this Section shall be deemed to have been received
on the date of delivery or on the third business day after mailing.


 


16.   Entire Agreement.  Subject
to the provisions of Section 2(a), 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.


 


17.   Retroactivity.  This
Agreement shall be deemed to have been in effect during all periods that Indemnitee was a director and/or officer of the Company,
regardless of the date of this Agreement.


 


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


 


[Signature Page Follows]


 



    	 



    	 



    

 


IN WITNESS WHEREOF, the parties hereto have
duly executed and delivered this Indemnification Agreement as of the day specified above.


 


COMPANY:


	 	CLEARSIGN COMBUSTION CORPORATION
	 	 
	 	By:	 
	 	 	Richard F. Rutkowski
	 	 	Chief Executive Officer


 


	INDEMNITEE:	
	 	Name of Indemnitee (print name)
	 	 
	 	 
	 	Signature