Exhibit 10.6


 


INDEMNIFICATION AGREEMENT


 


This Indemnification
Agreement (“Agreement”), dated as of ____________________, is by and between SenesTech, Inc., a Delaware corporation
(the “Company”) and ____________ (the “Indemnitee”).


 


WHEREAS, Indemnitee
is currently a director and/or officer of the Company, or the Company expects Indemnitee to join the Company as a director and/or
an officer;


 


WHEREAS, both the Company
and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public
companies;


 


WHEREAS, the board
of directors of the Company (the “Board”) has determined that enhancing the ability of the Company to retain
and attract as directors and officers the most capable persons is in the best interests of the Company and that the Company therefore
should seek to assure such persons that indemnification and insurance coverage is available; and


 


WHEREAS, in recognition
of the need to provide Indemnitee with substantial protection against personal liability, in order to procure Indemnitee’s
service, or continued service as a director and/or officer of the Company and to enhance Indemnitee’s ability to serve the
Company in an effective manner, and in order to provide such protection pursuant to express contract rights (intended to be enforceable
irrespective of, among other things, any amendment to the Company’s certificate of incorporation or bylaws (collectively,
the “Constituent Documents”), any change in the composition of the Board or any change in control or business
combination transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification of, and
the advancement of Expenses (as defined in 1(f) below) to, Indemnitee as set forth in this Agreement and, to the extent
insurance is maintained, for the coverage, or continued coverage of Indemnitee under the Company’s directors’ and officers’
liability insurance policies.


 


NOW, THEREFORE, in
consideration of the foregoing and the Indemnitee’s agreement to provide services, or continue to provide services, to the
Company, the parties agree as follows:


 


1.            Definitions.
For purposes of this Agreement, the following terms shall have the following meanings:


 


(a)          “Beneficial
Owner” has the meaning given to the term “beneficial owner” in Rule 13d-3 under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”).


 


(b)          “Change
in Control” means the occurrence after the date of this Agreement of any of the following events:


 


(i)          any
Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 30% or more of the
Company’s then outstanding Voting Securities unless the change in relative Beneficial Ownership of the Company’s securities
by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally
in the election of directors;


 




     


     


    

 


(ii)         the
consummation of a reorganization, merger or consolidation, unless immediately following such reorganization, merger or consolidation,
all of the Beneficial Owners of the Voting Securities of the Company immediately prior to such transaction beneficially own, directly
or indirectly, more than 50% of the combined voting power of the outstanding Voting Securities of the entity resulting from such
transaction;


 


(iii)        during
any period of two consecutive years, not including any period prior to the execution of this Agreement, individuals who at the
beginning of such period constituted the Board (including for this purpose any new directors whose election by the Board 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 at least a majority of the Board; or


 


(iv)        the
stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Company’s assets.


 


(c)          “Claim”
means:


 


(i)          any
threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal,
administrative, arbitrative, investigative or other, and whether made pursuant to federal, state or other law; or


 


(ii)         any
inquiry, hearing or investigation that the Indemnitee determines might lead to the institution of any such action, suit, proceeding
or alternative dispute resolution mechanism.


 


(d)          “Delaware
Court” shall have the meaning ascribed to it in Section 9(e) below.


 


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


 


(f)          “Expenses”
means any and all expenses, including attorneys’ and experts’ fees, court costs, transcript costs, travel expenses,
duplicating, printing and binding costs, telephone charges, and all other costs and expenses incurred in connection with investigating,
defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness or participate in,
any Claim. Expenses also shall include (i) Expenses incurred in connection with any appeal resulting from any Claim, including
without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond
or its equivalent, and (ii) for purposes of Section 5 only, Expenses incurred by Indemnitee in connection with the interpretation,
enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise. Expenses, however, shall
not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


 


(g)          “Expense
Advance” means any payment of Expenses advanced to Indemnitee by the Company pursuant to Section 4 or Section
5 hereof.


 


(h)          “Indemnifiable
Event” means any event or occurrence, whether occurring before, on or after the date of this Agreement, related to the
fact that Indemnitee is or was a director, officer, employee or agent of the Company or any subsidiary of the Company, or is or
was serving at the request of the Company as a director, officer, employee, member, manager, trustee or agent of any other corporation,
limited liability company, partnership, joint venture, trust or other entity or enterprise (collectively with the Company, “Enterprise”)
or by reason of an action or inaction by Indemnitee in any such capacity (whether or not serving in such capacity at the time any
Loss is incurred for which indemnification can be provided under this Agreement).


 




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(i)          “Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently
performs, nor in the past five years has performed, services for either: (i) the Company or Indemnitee (other than in connection
with matters concerning Indemnitee under this Agreement or of other indemnitees under similar agreements) or (ii) any other party
to the Claim giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel”
shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict
of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.


 


(j)          “Losses”
means any and all Expenses, damages, losses, liabilities, judgments, fines, penalties (whether civil, criminal or other), ERISA
excise taxes, amounts paid or payable in settlement, including any interest, assessments, any federal, state, local or foreign
taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement and all other charges paid or payable
in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend,
be a witness or participate in, any Claim.


 


(k)          “Person”
means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association,
organization, governmental entity or other entity and includes the meaning set forth in Sections 13(d) and 14(d) of the Exchange
Act.


 


(l)           “Standard
of Conduct Determination” shall have the meaning ascribed to it in Section 9(b) below.


 


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


 


2.            Services
to the Company. Indemnitee agrees to serve or continue to serve as a director or officer of the Company for so long as Indemnitee
is duly elected or appointed or until Indemnitee tenders his or her resignation or is no longer serving in such capacity. This
Agreement shall not be deemed an employment agreement between the Company (or any of its subsidiaries or Enterprise) and Indemnitee.
Indemnitee specifically acknowledges that his or her employment with or service to the Company or any of its subsidiaries or Enterprise,
as applicable, is at will and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may
be otherwise provided in any written employment agreement between Indemnitee and the Company (or any of its subsidiaries or Enterprise),
other applicable formal severance policies duly adopted by the Board or, with respect to service as a director or officer of the
Company, by the Company’s Constituent Documents or Delaware law. This Agreement shall continue in force after Indemnitee
has ceased to serve as a director or officer of the Company or, at the request of the Company, of any of its subsidiaries or Enterprise,
as provided in Section 12 hereof.


 


3.            Indemnification.
Subject to Section 9 and Section 10 of this Agreement, the Company shall indemnify Indemnitee, to the fullest extent
permitted by the laws of the State of Delaware in effect on the date hereof, or as such laws may from time to time hereafter be
amended to increase the scope of such permitted indemnification, against any and all Losses if Indemnitee was or is or becomes
a party to or participant in, or is threatened to be made a party to or participant in, any Claim by reason of or arising in part
out of an Indemnifiable Event, including, without limitation, Claims brought by or in the right of the Company, Claims brought
by third parties, and Claims in which the Indemnitee is solely a witness.


 




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4.            Advancement
of Expenses. Indemnitee shall have the right to advancement by the Company, prior to the final disposition of any Claim by
final adjudication to which there are no further rights of appeal, of any and all Expenses actually and reasonably paid or incurred
by Indemnitee in connection with any Claim arising out of an Indemnifiable Event. Indemnitee’s right to such advancement
is not subject to the satisfaction of any standard of conduct. Without limiting the generality or effect of the foregoing, within
30 days after any request by Indemnitee, the Company shall, in accordance with such request, (a) pay such Expenses on behalf of
Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such
Expenses. In connection with any request for Expense Advances, Indemnitee shall not be required to provide any documentation or
information to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege. In connection
with any request for Expense Advances, Indemnitee shall execute and deliver to the Company an undertaking (which shall be accepted
without reference to Indemnitee’s ability to repay the Expense Advances), in the form attached hereto as Exhibit A,
to repay any amounts paid, advanced, or reimbursed by the Company for such Expenses to the extent that it is ultimately determined,
following the final disposition of such Claim, that Indemnitee is not entitled to indemnification hereunder. Indemnitee’s
obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.


 


5.            Indemnification
for Expenses in Enforcing Rights. To the fullest extent allowable under applicable law, the Company shall also indemnify against,
and, if requested by Indemnitee, shall advance to Indemnitee subject to and in accordance with Section 4, any Expenses actually
and reasonably paid or incurred by Indemnitee in connection with any action or proceeding by Indemnitee for (a) indemnification
or reimbursement or advance payment of Expenses by the Company under any provision of this Agreement, or under any other agreement
or provision of the Constituent Documents now or hereafter in effect relating to Claims relating to Indemnifiable Events, and/or
(b) recovery under any directors’ and officers’ liability insurance policies maintained by the Company, regardless
of whether Indemnitee ultimately is determined to be entitled to such indemnification or insurance recovery, as the case may be.
However, in the event that Indemnitee is ultimately determined not to be entitled to such indemnification or insurance recovery,
as the case may be, then all amounts advanced under this Section 5 shall be repaid. Indemnitee shall be required to reimburse
the Company in the event that a final judicial determination is made that such action brought by Indemnitee was frivolous or not
made in good faith.


 


6.            Partial
Indemnity. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion
of any Losses in respect of a Claim related to an Indemnifiable Event but not for the total amount thereof, the Company shall nevertheless
indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.


 


7.            Notification
and Defense of Claims.


 


(a)          Notification
of Claims. Indemnitee shall notify the Company in writing as soon as practicable of any Claim which could relate to an Indemnifiable
Event or for which Indemnitee could seek Expense Advances, including a brief description (based upon information then available
to Indemnitee) of the nature of, and the facts underlying, such Claim. The failure by Indemnitee to timely notify the Company hereunder
shall not relieve the Company from any liability hereunder unless such failure materially prejudices the Company. If at the time
of the receipt of such notice, the Company has directors’ and officers’ liability insurance in effect under which coverage
for Claims related to Indemnifiable Events is potentially available, the Company shall give prompt written notice to the applicable
insurers in accordance with the procedures set forth in the applicable policies. The Company shall provide to Indemnitee a copy
of such notice delivered to the applicable insurers, and copies of all subsequent correspondence between the Company and such insurers
regarding the Claim, in each case substantially concurrently with the delivery or receipt thereof by the Company.


 




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(b)          Defense
of Claims. The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event 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 such Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently
directly incurred by Indemnitee in connection with Indemnitee’s defense of such Claim other than reasonable costs of investigation
or as otherwise provided below. Indemnitee shall have the right to employ its own legal counsel in such Claim, but all Expenses
related to such counsel incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s
own expense; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Claim, (iii) after a Change in Control, Indemnitee’s employment of its own counsel has been approved by the Independent
Counsel or (iv) the Company shall not in fact have employed counsel to assume the defense of such Claim, then Indemnitee shall
be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of
any such Claim) and all Expenses related to such separate counsel shall be borne by the Company.


 


8.            Procedure
upon Application for Indemnification. In order to obtain indemnification pursuant to this Agreement, Indemnitee shall submit
to the Company a written request therefor, including in such request such documentation and information as is reasonably available
to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following
the final disposition of the Claim, provided that documentation and information need not be so provided to the extent that the
provision thereof would undermine or otherwise jeopardize attorney-client privilege. Indemnification shall be made insofar as the
Company determines Indemnitee is entitled to indemnification in accordance with Section 9 below.


 


9.            Determination
of Right to Indemnification.


 


(a)          Mandatory
Indemnification; Indemnification as a Witness.


 


(i)          To
the extent that Indemnitee shall have been successful on the merits or otherwise in defense of any Claim relating to an Indemnifiable
Event or any portion thereof or in defense of any issue or matter therein, including without limitation dismissal without prejudice,
Indemnitee shall be indemnified against all Losses relating to such Claim in accordance with Section 3 to the fullest extent
allowable by law, and no Standard of Conduct Determination (as defined in Section 9(b)) shall be required.


 


(ii)         To
the extent that Indemnitee’s involvement in a Claim relating to an Indemnifiable Event is to prepare to serve and serve as
a witness, and not as a party, the Indemnitee shall be indemnified against all Losses incurred in connection therewith to the fullest
extent allowable by law and no Standard of Conduct Determination (as defined in Section 9(b)) shall be required.


 


(b)          Standard
of Conduct. To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable
Event that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of
conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating
to such Claim and any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”)
shall be made as follows:


 




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(i)          if
no Change in Control has occurred, (A) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board,
(B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than
a quorum or (C) if there are no such Disinterested Directors, by Independent Counsel in a written opinion addressed to the Board,
a copy of which shall be delivered to Indemnitee; and


 


(ii)         if
a Change in Control shall have occurred, (A) if the Indemnitee so requests in writing, by a majority vote of the Disinterested
Directors, even if less than a quorum of the Board or (B) otherwise, by Independent Counsel in a written opinion addressed to the
Board, a copy of which shall be delivered to Indemnitee.


 


The Company shall indemnify and hold harmless
Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within 30 days of
such request, any and all Expenses incurred by Indemnitee in cooperating with the person or persons making such Standard of Conduct
Determination.


 


(c)          Making
the Standard of Conduct Determination. The Company shall use its reasonable best efforts to cause any Standard of Conduct Determination
required under Section 9(b) to be made as promptly as practicable. If the person or persons designated to make the Standard
of Conduct Determination under Section 9(b) shall not have made a determination within 30 days after the later of (A) receipt
by the Company of a written request from Indemnitee for indemnification pursuant to Section 8 (the date of such receipt
being the “Notification Date”) and (B) the selection of an Independent Counsel, if such determination is to
be made by Independent Counsel, then Indemnitee shall be deemed to have satisfied the applicable standard of conduct; provided
that such 30-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person or persons making
such determination in good faith requires such additional time to obtain or evaluate information relating thereto. Notwithstanding
anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement
shall be required to be made prior to the final disposition of any Claim.


 


(d)          Payment
of Indemnification. If, in regard to any Losses:


 


(i)          Indemnitee
shall be entitled to indemnification pursuant to Section 9(a);


 


(ii)         no
Standard Conduct Determination is legally required as a condition to indemnification of Indemnitee hereunder; or


 


(iii)        Indemnitee
has been determined or deemed pursuant to Section 9(b) or Section 9(c) to have satisfied the Standard of Conduct
Determination,


 


then the Company shall pay to Indemnitee,
within five days after the later of (A) the Notification Date or (B) the earliest date on which the applicable criterion specified
in clause (i), (ii) or (iii) is satisfied, an amount equal to such Losses.


 




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(e)          Selection
of Independent Counsel for Standard of Conduct Determination. If a Standard of Conduct Determination is to be made by Independent
Counsel pursuant to Section 9(b)(i), the Independent Counsel shall be selected by the Board of Directors, and the Company
shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Standard
of Conduct Determination is to be made by Independent Counsel pursuant to Section 9(b)(ii), the Independent Counsel shall
be selected by Indemnitee, and Indemnitee shall give written notice to the Company advising it of the identity of the Independent
Counsel so selected. In either case, Indemnitee or the Company, as applicable, may, within five days after receiving written notice
of selection from the other, deliver to the other a written objection to such selection; provided, however, that such objection
may be asserted only on the ground that the Independent Counsel so selected does not satisfy the criteria set forth in the definition
of “Independent Counsel” in Section 1(i), and the objection shall set forth with particularity the factual basis
of such assertion. Absent a proper and timely objection, the person or firm so selected shall act as Independent Counsel. If such
written objection is properly and timely made and substantiated, (i) the Independent Counsel so selected may not serve as Independent
Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit; and (ii) the
non-objecting party may, at its option, select an alternative Independent Counsel and give written notice to the other party advising
such other party of the identity of the alternative Independent Counsel so selected, in which case the provisions of the two immediately
preceding sentences, the introductory clause of this sentence and numbered clause (i) of this sentence shall apply to such subsequent
selection and notice. If applicable, the provisions of clause (ii) of the immediately preceding sentence shall apply to successive
alternative selections. If no Independent Counsel that is permitted under the foregoing provisions of this Section 9(e)
to make the Standard of Conduct Determination shall have been selected within 20 days after the Company gives its initial notice
pursuant to the first sentence of this Section 9(e) or Indemnitee gives its initial notice pursuant to the second sentence
of this Section 9(e), as the case may be, either the Company or Indemnitee may petition the Court of Chancery of the State
of Delaware (“Delaware Court”) to resolve any objection which shall have been made by the Company or Indemnitee
to the other’s selection of Independent Counsel and/or to appoint as Independent Counsel a person to be selected by the Court
or such other person as the Court shall designate, and the person or firm with respect to whom all objections are so resolved or
the person or firm so appointed will act as Independent Counsel. In all events, the Company shall pay all of the reasonable fees
and expenses of the Independent Counsel incurred in connection with the Independent Counsel’s determination pursuant to Section
9(b).


 


(f)           Presumptions
and Defenses.


 


(i)          Indemnitee’s
Entitlement to Indemnification. In making any Standard of Conduct Determination, the person or persons making such determination
shall presume that Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification, and the Company
shall have the burden of proof to overcome that presumption and establish that Indemnitee is not so entitled. Any Standard of Conduct
Determination that is adverse to Indemnitee may be challenged by the Indemnitee in the Delaware Court. No determination by the
Company (including by its directors or any Independent Counsel) that Indemnitee has not satisfied any applicable standard of conduct
may be used as a defense to any legal proceedings brought by Indemnitee to secure indemnification or reimbursement or advance payment
of Expenses by the Company hereunder or create a presumption that Indemnitee has not met any applicable standard of conduct.


 


(ii)         Reliance
as a Safe Harbor. For purposes of this Agreement, and without creating any presumption as to a lack of good faith if the following
circumstances do not exist, Indemnitee shall be deemed to have acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the Company if Indemnitee’s actions or omissions to act are taken in good
faith reliance upon the records of the Company, including its financial statements, or upon information, opinions, reports or statements
furnished to Indemnitee by the officers or employees of the Company or any of its subsidiaries in the course of their duties, or
by committees of the Board or by any other Person (including legal counsel, accountants and financial advisors) as to matters Indemnitee
reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable
care by or on behalf of the Company. In addition, the knowledge and/or actions, or failures to act, of any director, officer, agent
or employee of the Company shall not be imputed to Indemnitee for purposes of determining the right to indemnity hereunder.


 




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(iii)        No
Other Presumptions. For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with
or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, will not create a presumption that
Indemnitee did not meet any applicable standard of conduct or have any particular belief, or that indemnification hereunder is
otherwise not permitted.


 


(iv)        Defense
to Indemnification and Burden of Proof. 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 Losses incurred in defending against a Claim related to an
Indemnifiable Event in advance of its final disposition) that it is not permissible under applicable law for the Company to indemnify
Indemnitee for the amount claimed. In connection with any such action or any related Standard of Conduct Determination, the burden
of proving such a defense or that the Indemnitee did not satisfy the applicable standard of conduct shall be on the Company.


 


(v)         Resolution
of Claims. The Company acknowledges that a settlement or other disposition short of final judgment may be successful on the
merits or otherwise for purposes of Section 9(a)(i) if it permits a party to avoid expense, delay, distraction, disruption
and uncertainty. In the event that any Claim relating to an Indemnifiable Event to which Indemnitee is a party is resolved in any
manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding
with our without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits
or otherwise for purposes of Section 9(a)(i). The Company shall have the burden of proof to overcome this presumption.


 


10.          Exclusions
from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to:


 


(a)          indemnify
or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by Indemnitee, including any proceedings
against the Company or its directors, officers, employees or other indemnitees and not by way of defense, except:


 


(i)          proceedings
referenced in Section 5 above (unless a court of competent jurisdiction determines that each of the material assertions
made by Indemnitee in such proceeding was not made in good faith or was frivolous); or


 


(ii)         where
the Company has joined in or the Board has consented to the initiation of such proceedings.


 


(b)          indemnify
Indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable
law.


 


(c)          indemnify
Indemnitee for the disgorgement of profits arising from the purchase or sale by Indemnitee of securities of the Company in violation
of Section 16(b) of the Exchange Act, or any similar successor statute.


 


(d)          indemnify
or advance funds to Indemnitee for Indemnitee’s reimbursement to the Company of any bonus or other incentive-based or equity-based
compensation previously received by Indemnitee or payment 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 under Section 304 of the Sarbanes-Oxley
Act of 2002 in connection with an accounting restatement of the Company or the payment to the Company of profits arising from the
purchase or sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act).


 




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11.          Settlement
of Claims. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened
or pending Claim related to an Indemnifiable Event effected without the Company’s prior written consent, which shall not
be unreasonably withheld; provided, however, that if a Change in Control has occurred, the Company shall be liable for indemnification
of the Indemnitee for amounts paid in settlement if an Independent Counsel has approved the settlement. The Company shall not settle
any Claim related to an Indemnifiable Event in any manner that would impose any Losses on the Indemnitee without the Indemnitee’s
prior written consent.


 


12.          Duration.
All agreements and obligations of the Company contained herein shall continue during the period that Indemnitee is a director or
officer of the Company (or is serving at the request of the Company as a director, officer, employee, member, trustee or agent
of another Enterprise) and shall continue thereafter (i) so long as Indemnitee may be subject to any possible Claim relating to
an Indemnifiable Event (including any rights of appeal thereto) and (ii) throughout the pendency of any proceeding (including any
rights of appeal thereto) commenced by Indemnitee to enforce or interpret his or her rights under this Agreement, even if, in either
case, he or she may have ceased to serve in such capacity at the time of any such Claim or proceeding.


 


13.          Non-Exclusivity.
The rights of Indemnitee hereunder will be in addition to any other rights Indemnitee may have under the Constituent Documents,
the General Corporation Law of the State of Delaware, any other contract or otherwise (collectively, “Other Indemnity
Provisions”); provided, however, that (a) to the extent that Indemnitee otherwise would have any greater right to indemnification
under any Other Indemnity Provision, Indemnitee will be deemed to have such greater right hereunder and (b) to the extent that
any change is made to any Other Indemnity Provision which permits any greater right to indemnification than that provided under
this Agreement as of the date hereof, Indemnitee will be deemed to have such greater right hereunder.


 


14.          Liability
Insurance. For the duration of Indemnitee’s service as a director or officer of the Company, and thereafter for so long
as Indemnitee shall be subject to any pending Claim relating to an Indemnifiable Event, the Company shall use commercially reasonable
efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to continue to maintain in
effect policies of directors’ and officers’ liability insurance providing coverage that is at least substantially comparable
in scope and amount to that provided by the Company’s current policies of directors’ and officers’ liability
insurance. In all policies of directors’ and officers’ liability insurance maintained by the Company, Indemnitee shall
be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are provided to the most favorably
insured of the Company’s directors, if Indemnitee is a director, or of the Company’s officers, if Indemnitee is an
officer (and not a director) by such policy. Upon request, the Company will provide to Indemnitee copies of all directors’
and officers’ liability insurance applications, binders, policies, declarations, endorsements and other related materials.


 


15.          No
Duplication of Payments. The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect
of any Losses to the extent Indemnitee has otherwise received payment under any insurance policy, the Constituent Documents, Other
Indemnity Provisions or otherwise of the amounts otherwise indemnifiable by the Company hereunder.


 


16.          Subrogation.
In the event of payment to Indemnitee under this Agreement, the Company shall be subrogated to the extent of such payment to all
of the rights of recovery of Indemnitee. Indemnitee 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.


 




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17.          Amendments.
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 be binding unless in the form of a writing signed by the party against
whom enforcement of the waiver is sought, and no such waiver 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.


 


18.          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 Company
shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially
all or a substantial part of the business and/or assets of the Company, by written agreement in form and substances satisfactory
to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company
would be required to perform if no such succession had taken place.


 


19.          Severability.
The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any portion thereof)
are held by a court of competent jurisdiction to be invalid, illegal, void or otherwise unenforceable, and the remaining provisions
shall remain enforceable to the fullest extent permitted by law. Upon such determination that any term or other provision is invalid,
illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby
be consummated as originally contemplated to the greatest extent possible.


 


20.          Notices.
All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given
if delivered by hand, against receipt, or mailed, by postage prepaid, certified or registered mail:


 


(a)          if
to Indemnitee, to the address set forth on the signature page hereto.


 


(b)          if
to the Company, to:


 


SenesTech, Inc.

3140 N. Caden Court, Suite 1

Flagstaff, AZ 86004


 


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 hand delivery or on the third business day after mailing.


 


21.          Governing
Law and Forum. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware
applicable to contracts made and to be performed in such state without giving effect to its principles of conflicts of laws. The
Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection
with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States,
(b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out
of or in connection with this Agreement, (c) waive, and agree not to plead or make, any claim that the Delaware Court lacks venue
or that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.


 




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


 


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


 


[SIGNATURE PAGE FOLLOWS]


 




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


 


	 	SENESTECH, INC.
	 	 
	 	By:	 
	 	Name: 	Loretta P. Mayer, Ph.D.
	 	Title: 	Chief Executive Officer
	 	 
	 	INDEMNITEE:
	 	 
	 	By:	 
	 	Name:	 
	 	 	 
	 	Address:
	 	 
	 	 
	 	 
	 	 
	 	Email:	 


 




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EXHIBIT A


 


FORM OF UNDERTAKING TO REPAY ADVANCEMENT
OF EXPENSES


 


[DATE]


 


SenesTech, Inc.

Attn: Chief Executive Officer

3140 N. Caden Court, Suite 1

Flagstaff, AZ 86004


 


Re: Undertaking to Repay Advancement of Expenses.


 


Dear [ADDRESSEE]:


 


This undertaking is
being provided pursuant to that certain Indemnification Agreement, dated [DATE], by and between SenesTech, Inc., a Delaware corporation
(the “Company”), and the undersigned as Indemnitee (the “Indemnification Agreement”). Terms
used herein and not otherwise defined shall have the meanings ascribed to them in the Indemnification Agreement. Pursuant to the
Indemnification Agreement, among other things, I am entitled to the advancement of Expenses paid or incurred in connection with
Claims relating to Indemnifiable Events.


 


I have become subject
to [DESCRIPTION OF PROCEEDING] (the Proceeding) based on [my status as [an officer/[TITLE OF OFFICER]/a director] of the Company/alleged
actions or failures to act in my capacity as [an officer/[TITLE OF OFFICER]/a director] of the Company. [This undertaking also
constitutes notice to the Company of the Proceeding pursuant to Section 7 of the Indemnification Agreement.] The following is a
brief description of the [current status of the] Proceeding:


 


[DESCRIPTION OF PROCEEDING]


 


[Pursuant to Section
4 of the Indemnification Agreement, the Company can (a) pay such Expenses on my behalf, (b) advance funds in an amount sufficient
to pay such Expenses, or (c) reimburse me for such Expenses.] [Pursuant to Section 4 of the Indemnification Agreement, I hereby
request an Expense Advance in connection with the Proceeding. The Expenses for which advances are requested are as follows:]


 


[DESCRIPTION OF EXPENSES]


 


In connection with
the request for Expense Advances [set out above/delivered to the Company separately on [DATE]], I hereby undertake to repay any
amounts paid, advanced or reimbursed by the Company for such Expense Advances to the extent that it is ultimately determined that
I am not entitled to indemnification under the Indemnification Agreement.


 


This undertaking shall
be governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts
of laws thereof.


 




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	 	Very truly yours,
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[cc: [ADD PARTY(IES) NAME(S) AND ADDRESS AS REQUIRED]]


 




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