Exhibit 10.5


 


INDEMNIFICATION
AGREEMENT


 


This
Indemnification Agreement (this “Agreement”), dated as of ____________, 2021 is made by and between IPSIDY
INC., a Delaware corporation (the “Company”), and _________ , a director or employee officer of the Company
(the “Indemnitee”).


 


RECITALS


 


A. The
Company is aware that competent and experienced persons are increasingly reluctant to serve as directors or officers of corporations
unless they are protected by comprehensive liability insurance and/or indemnification, due to increased exposure to litigation costs
and risks resulting from their service to such corporations, and because the exposure frequently bears no reasonable relationship to
the compensation of such directors and officers;


 


B. Based
on their experience as business managers, the Board of Directors of the Company (the “Board’’) has concluded
that, to retain and attract talented and experienced individuals to serve as officers and directors of the Company, and to encourage
such individuals to take the business risks necessary for the success of the Company, it is necessary for the Company contractually to
indemnify officers and directors and to assume for itself maximum liability for expenses and damages in connection with claims against
such officers and directors in connection with their service to the Company;


 


C.
Section 145 of the Delaware General Corporation Law, under which the Company is organized (the “Law”), empowers
the Company to indemnify by agreement its officers, directors, employees and agents, and persons who serve, at the request of the Company,
as directors, officers, employees or agents of other corporations or enterprises, and expressly provides that the indemnification provided
by the Law is not exclusive; and


 


D. The
Company desires and has requested the Indemnitee to serve or continue to serve as a director or officer of the Company free from undue
concern for claims for damages arising out of or related to such services to the Company.


 


NOW,
THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:


 


1. Definitions.


 


1.1. Agent.
For the purposes of this Agreement, “agent” of the Company means any person who is or was a director or
officer of the Company or a subsidiary of the Company; or is or was serving at the request of, for the convenience of, or to represent
the interest of the Company or a subsidiary of the Company as a director or officer of another foreign or domestic corporation, partnership,
joint venture, trust or other enterprise or an affiliate of the Company; or was a director or officer of a foreign or domestic corporation
which was a predecessor corporation of the Company, or was a director or officer of another enterprise or affiliate of the Company at
the request of, for the convenience of, or to represent the interests of such predecessor corporation. The term “enterprise”
includes any employee benefit plan of the Company, its subsidiaries, affiliates and predecessor corporations.


 


1.2 Expenses.
For purposes of this Agreement, “expenses” includes all direct and indirect costs of any type or nature whatsoever (including,
without limitation, all attorneys’ fees and related disbursements and other out-of-pocket costs) actually and reasonably incurred
by the Indemnitee in connection with the investigation, defense or appeal of a proceeding or establishing or enforcing a right to indemnification
or advancement of expenses under this Agreement, the Law or otherwise.


 




     


     


    

 


1.3 Proceeding.
For the purposes of this Agreement, “proceeding” means any threatened, pending or completed action, suit or other proceeding,
whether civil, criminal, administrative, investigative or any other type whatsoever.


 


1.4 Subsidiary.
For purposes of this Agreement, “subsidiary” means any corporation of which more than 50% of the outstanding voting securities
is owned directly or indirectly by the Company, by the Company and one or more of its subsidiaries or by one or more of the Company’s
subsidiaries.


 


2. Agreement
to Serve. The Indemnitee agrees to serve and/or continue to serve as an agent of the Company, at the will of the Company (or
under separate agreement, if such agreement exists), in the capacity the Indemnitee currently serves as an agent of the Company, faithfully
and to the best of Indemnitee’s ability, so long as Indemnitee is duly appointed or elected and qualified in accordance with the
applicable provisions of the charter documents of the Company or any subsidiary of the Company; provided, however, that the Indemnitee
may at any time and for any reason resign from such position (subject to any contractual obligation that the Indemnitee may have assumed
apart from this Agreement), and the Company or any subsidiary shall have no obligation under this Agreement to continue to indemnify
the Indemnitee for any actions taken or not taken by Indemnitee after the date of resignation or termination of such position, unless
such actions are taken or not taken at the request of the Company or any subsidiary or any agent of the Company or subsidiary. For the
avoidance of doubt and notwithstanding anything to the contrary in this Agreement, Company’s obligation to indemnify the Indemnitee
in accordance with the terms of this Agreement for all actions taken or not taken by Indemnitee prior to the date of resignation or termination
of such position shall survive the resignation or termination of Indemnitee’s position.


 


3. Directors’
and Officers’ Insurance. The Company shall, to the extent that the Board determines it to be economically reasonable, maintain
a policy of directors’ and officers’ liability insurance (“D&O Insurance”), on such terms and
conditions as may be approved by the Board. The Company shall continue to provide coverage to the Indemnitee for not less than twenty-four
(24) months following Indemnitee’s date of termination on substantially the same terms of the policy in effect immediately prior
to the termination date.


 


4. Mandatory
Indemnification. Subject to Section 9 below, the Company shall indemnify the Indemnitee:


 


4.1 Third
Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding (other
than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was an agent of the Company, or by reason
of anything done or not done by Indemnitee in any such capacity, against any and all expenses and liabilities of any type whatsoever
(including, but not limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably
incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of such proceeding if Indemnitee acted in
good faith and in a manner Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect
to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful; and


 




    2


     


    

 


4.2 Derivative
Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding by or in the
right of the Company to procure a judgment in its favor by reason of the fact that Indemnitee is or was an agent of the Company, or by
reason of anything done or not done by Indemnitee in any such capacity, against any amounts paid in settlement of any such proceeding
and all expenses actually and reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of
such proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in, or not opposed to, the best
interests of the Company; except that no indemnification under this subsection shall be made in respect of any claim, issue or
matter as to which such person shall have been finally adjudged to be liable to the Company by a court of competent jurisdiction due
to willful misconduct of a culpable nature in the performance of Indemnitee’s duty to the Company, unless and only to the extent
that the Court of Chancery or the court in which such proceeding was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts
which the Court of Chancery or such other court shall deem proper; and


 


4.3 Exception
for Amounts Covered by Insurance.  Notwithstanding the foregoing, the Company shall not be obligated to indemnify the Indemnitee
for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) to the extent such have been paid directly to the Indemnitee by D&O Insurance.


 


5. Partial
Indemnification and Contribution.


 


5.1 Partial
Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some
or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, BRISA excise taxes
or penalties and amounts paid in settlement) incurred by Indemnitee in the investigation, defense, settlement or appeal of a proceeding
but is not entitled, however, to indemnification for all of the total amount thereof, then the Company shall nevertheless indemnify the
Indemnitee for such total amount except as to the portion thereof to which the Indemnitee is not entitled to indemnification.


 


5.2 Contribution.
If the Indemnitee is not entitled to the indemnification provided in Section 4 for any reason other than the statutory limitations
set forth in the Law, then in respect of any threatened, pending or completed proceeding in which the Company is jointly liable with
the Indemnitee (or would be if joined in such proceeding), the Company shall contribute to the amount of expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by the Indemnitee in such
proportion as is appropriate to reflect (i) the relative benefits received by the Company on the one hand and the Indemnitee on the other
hand from the transaction from which such proceeding arose and (ii) the relative fault of the Company on the one hand and of the Indemnitee
on the other hand in connection with the events which resulted in such expenses, judgments, fines or settlement amounts, as well as any
other relevant equitable considerations. The relative fault of the Company on the one hand and of the Indemnitee on the other hand shall
be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent the circumstances resulting in such expenses, judgments, fines or settlement amounts. The Company agrees that it
would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation or any other method
of allocation that does not take account of the foregoing equitable considerations.


 


6. Mandatory
Advancement of Expenses.


 


6.1 Advancement.
Subject to Section 9 below and except as prohibited by law, the Company shall advance all expenses incurred by the Indemnitee
in connection with the investigation, defense, settlement or appeal of any proceeding to which the Indemnitee is a party or is threatened
to be made a party by reason of the fact that the Indemnitee is or was an agent of the Company or by reason of anything done or not done
by Indemnitee in any such capacity. The Indemnitee hereby undertakes to promptly repay such amounts advanced only if, and to the extent
that, it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of
this Agreement, the Certificate of Incorporation or Bylaws of the Company, the Law or otherwise. The advances to be made hereunder shall
be paid by the Company to the Indemnitee within 15 days following delivery of a written request therefor by the Indemnitee to the Company.


 




    3


     


    

 


6.2 Exception.
Notwithstanding the foregoing provisions of this Section 6, the Company shall not be obligated to advance any expenses to the
Indemnitee arising from a lawsuit filed directly by the Company against the Indemnitee if an absolute majority of the members of the
Board reasonably determines in good faith, within 30 days of the Indemnitee’s request to be advanced expenses, that the facts known
to them at the time such determination is made demonstrate clearly and convincingly that the Indemnitee acted in bad faith. If such a
determination is made, the Indemnitee may have such decision reviewed by another forum, in the manner set forth in Sections 8.3, 8.4
and 8.5 hereof, with all references therein to “indemnification” being deemed to refer to “advancement of expenses,”
and the burden of proof shall be on the Company to demonstrate clearly and convincingly that, based on the facts known at the time, the
Indemnitee acted in bad faith. The Company may not avail itself of this Section 6.2 as to a given lawsuit if, at any time after the occurrence
of the activities or omissions that are the primary focus of the lawsuit, the Company has undergone a change in control. For this purpose,
a change in control shall mean a given person or group of affiliated persons or groups increasing their beneficial ownership interest
in the Company by at least twenty (20) percentage points without advance Board approval.


 


7. Notice
and Other Indemnification Procedures.


 


7.1 Promptly
after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall,
if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the
Company of the commencement or threat of commencement thereof.


 


7.2 If,
at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7. 1 hereof, the Company has D&O Insurance
in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures
set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay,
on behalf of the Indemnitee, all amounts payable because of such proceeding in accordance with the terms of such D&O Insurance policies.


 


7.3 In
the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriate,
shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably
withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of
such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under
this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that:
(a) the Indemnitee shall have the right to employ Indemnitee’s own counsel in any such proceeding at the Indemnitee’ s expense;
(b) the Indemnitee shall have the right to employ Indemnitee’s own counsel in connection with any such proceeding, at the expense
of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control
or participate in the defense of such proceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized
by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and
the Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense
of such proceeding, then the fees and expenses of the Indemnitee’ s counsel shall be at the expense of the Company.


 




    4


     


    

 


 8. Determination of Right to Indemnification.




 


8.1 To
the extent the Indemnitee has been successful on the merits or otherwise in defense of any proceeding referred to in Section 4.1 or 4.2
of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against
expenses actually and reasonably incurred by Indemnitee in connection with the investigation, defense or appeal of such proceeding, or
such claim, issue or matter, as the case may be.


 


8.2 In
the event that Section 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall nonetheless indemnify the Indemnitee
unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8.3 below that the Indemnitee has not met
the applicable standard of conduct required to entitle the Indemnitee to such indemnification.


 


8.3 The
Indemnitee shall be entitled to select the forum in which the validity of the Company’s claim under Section 8.2 hereof that the
Indemnitee is not entitled to indemnification will be heard from among the following, except that the Indemnitee can select a
forum consisting of the stockholders of the Company only with the approval of the Company:


 


(a) A
quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought;


 


(b) The
stockholders of the Company;


 


(c) Legal
counsel mutually agreed upon by the Indemnitee and the Board, which counsel shall make such determination in a written opinion;


 


(d) A
panel of three arbitrators, one of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom
is selected by the first two arbitrators so selected; or


(e) The
Court of Chancery of Delaware.


 


8.4 As
soon as practicable, and in no event later than 30 days after the forum has been selected pursuant to Section 8.3 above, the Company
shall, at its own expense, submit to the selected forum its claim that the Indemnitee is not entitled to indemnification, and the Company
shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim.


 


8.5 If
the forum selected in accordance with Section 8.3 hereof is not a court, then after the final decision of such forum is rendered, the
Company or the Indemnitee shall have the right to apply to the Court of Chancery of Delaware, for the purpose of appealing the decision
of such forum, provided that such right is executed within 60 days after the final decision of such forum is rendered. If the
forum selected in accordance with Section 8.3 hereof is a court, then the rights of the Company or the Indemnitee to appeal any decision
of such court shall be governed by the applicable laws and rules governing appeals of the decision of such court.


 


8.6 Notwithstanding
any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all expenses incurred by the
Indemnitee in connection with any hearing or proceeding under this Section 8 involving the Indemnitee and against all expenses incurred
by the Indemnitee in connection with any other proceeding between the Company and the Indemnitee involving the interpretation or enforcement
of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims
and/or defenses of the Indemnitee in any such proceeding was frivolous or not made in good faith.


 




    5


     


    

 


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


 


9.1 Claims
Initiated by Indemnitee.  To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated
or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings or claims (a) specifically
authorized by the Board; (b) brought as a counterclaim or compulsory claim; or (c) brought to establish or enforce a right to indemnification
and/or advancement of expenses arising under this Agreement, the charter documents of the Company or any subsidiary or any statute or
law or otherwise, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board finds
it to be appropriate; or


 


9.2
Unauthorized Settlements.  To indemnify the Indemnitee hereunder for any amounts paid in settlement of a proceeding
unless the Company consents in advance in writing to such settlement, which consent shall not be unreasonably withheld; or


 


9.3 Securities
Law Actions. To indemnify the Indemnitee on account of any suit in which judgment is rendered against the Indemnitee for an accounting
of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section l 6(b)
of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; or


 


9.4 Unlawful
Indemnification. To indemnify the Indemnitee if a final decision by a court having jurisdiction in the matter shall determine
that such indemnification is not lawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange
Commission takes the position that indemnification for liabilities arising under the federal securities laws is against public policy
and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication.


 


10. Non-Exclusivity.
The provisions for indemnification and advancement of expenses set forth in this Agreement shall not be deemed exclusive of any
other rights which the Indemnitee may have under any provision of law, the Company’s Certificate of Incorporation or Bylaws, the
vote of the Company’s stockholders or disinterested directors, other agreements or otherwise, both as to action in the Indemnitee’s
official capacity and to action in another capacity while occupying Indemnitee’s position as an agent of the Company, and the Indemnitee’s
rights hereunder shall continue after the Indemnitee has ceased acting as an agent of the Company and shall inure to the benefit of the
heirs, executors and administrators of the Indemnitee.


 


11. General
Provisions.


 


11.1 Interpretation
of Agreement.  It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide
indemnification and advancement of expenses to the Indemnitee to the fullest extent now or hereafter permitted by law, except as expressly
limited herein.


 


11.2 Severability.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever,
then: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, all
portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable that are not
themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible,
the provisions of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such
provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed
so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable and to give effect to Section 11.1
hereof.


 




    6


     


    

 


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


 


11.4 Subrogation.
In the event of full payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the
rights of recovery of the Indemnitee, who shall execute all documents required and shall do all acts that may be necessary or desirable
to secure such rights and to enable the Company effectively to bring suit to enforce such rights.


 


11.5 Counterparts.
This Agreement may be executed in one or more counterparts, which shall together constitute one agreement.


 


11.6 Successors
and Assigns. The terms of this Agreement shall bind, and shall inure to the benefit of, the successors and assigns of the parties
hereto.


 


11.7 Notices.
All notices to be provided pursuant to this Agreement (and any consents permitted by the terms of this Agreement) shall be in writing
and delivered by hand, or sent by e-mail transmission, or other electronic means, or international courier to the Company at 670 Long
Beach Boulevard, Long Beach, New York 11561 USA, Attn: General Counsel, E-mail: legal@ipsidy.com, or to Indemnitee at the address and
e-mail address set forth on the signature page hereto. All such notices delivered by hand or by courier shall be deemed served upon receipt
or refusal of receipt by the addressee. All notices given electronically shall be deemed served upon the next business day after transmission,
provided no error message was received. Either party may serve notice in accordance with this Section changing their respective addresses
for service.


 


11.8 Governing
Law. This Agreement shall be governed exclusively by and construed according to the laws of the State of Delaware, without giving
effect to that body of laws pertaining to conflict of laws.


 


11.9 Consent
to Jurisdiction. The Company and the Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State
of Delaware for all purposes in connection with any action or proceeding that arises out of or relates to this Agreement.


 


11.10 Attorneys’
Fees. In the event Indemnitee is required to bring any action to enforce rights under this Agreement (including, without limitation,
the expenses of any Proceeding described in Section 1.3) the Indemnitee shall be entitled to all reasonable fees and expenses in bringing
and pursuing such action, unless a court of competent jurisdiction finds each of the material claims of the Indemnitee in any such action
was frivolous and not made in good faith.


 


[SIGNATURE
PAGE FOLLOWS]


 






    7


     


    

 


IN
WITNESS WHEREOF, the parties hereto have entered into this Indemnification Agreement effective as of the date first written above.


 


	THE COMPANY:	 
	 	 	 
	BY: 	 	 
	Name: 	Phillip L. Kumnick	 
	Title:	CEO	 



 


	THE INDEMNITEE:	 
	 	 
	 	 
	 	 
	Address:	 
	 	 
	E-mail: