Exhibit 10.2


INDEMNIFICATION AGREEMENT


THIS INDEMNIFICATION AGREEMENT
(this “Agreement”) is made as of the ______ day of _________, 20___ by and between ClearPoint Neuro, Inc., a Delaware
corporation (the “Company”), and _________________ (the “Indemnitee”).


WHEREAS, the Board of Directors
has determined that the increasing difficulty in attracting and retaining qualified persons as directors and officers is detrimental to
the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be adequate
certainty of protection through insurance and indemnification against risks of claims and actions against them arising out of their service
to and activities on behalf of the Company; and


WHEREAS, Section 145
of the General Corporation Law of the State of Delaware (the “DGCL”) empowers the Company to indemnify and advance
expenses to its officers, directors, employees and agents by agreement and to indemnify and advance expenses to 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 Section 145 is not exclusive; and


WHEREAS, the Company has
adopted provisions in its Certificate of Incorporation and Bylaws providing for mandatory indemnification of its officers and directors
to the fullest extent permitted by applicable law, subject to certain limitations specified in the Certificate of Incorporation and Bylaws,
and the Company wishes to clarify and enhance the rights and obligations of the Company and the Indemnitee with respect to indemnification;
and


WHEREAS, in order to induce
and encourage highly experienced and capable persons such as the Indemnitee to serve and continue to serve as directors and officers of
the Company and in other capacities with respect to the Company and its affiliates, and to otherwise promote the desirable end that such
persons will resist what they consider unjustified lawsuits and claims made against them in connection with the good faith performance
of their duties to the Company, with the knowledge that certain costs, judgments, liabilities and expenses incurred by them in their defense
of such litigation are to be borne by the Company, the Board of Directors of the Company has determined that the following Agreement is
reasonable and prudent to promote and ensure the best interests of the Company and its stockholders; and


NOW, THEREFORE, in consideration
of the Indemnitee’s service as a director or executive officer of the Company, or service at the Company’s request as a director,
officer, employee or agent of other enterprises or entities, after the date hereof, and other good and valuable consideration, the sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:


Section 1. Service by
Indemnitee. The Indemnitee will serve and/or continue to serve as a director or officer of the Company faithfully and to the best
of the Indemnitee’s ability so long as the Indemnitee is duly elected or appointed and until such time as the Indemnitee is removed,
terminated or tenders a resignation.


 




     


     

    


Section 2. Indemnification.


(a) General. The Company
shall indemnify the Indemnitee (i) as provided in this Agreement and (ii) subject to the provisions of this Agreement, to the
full extent permitted by applicable law and in a manner permitted by such law.


(b) Proceedings Other Than
Proceedings by or in the Right of the Company. Except as provided in Section 4 hereof, the Indemnitee shall be entitled
to the rights of indemnification provided in this Section 2(b) if, by reason of the Indemnitee’s Corporate Status (as
hereinafter defined), the Indemnitee is or was, or is or was threatened to be made, a party to or is or was otherwise involved in a Proceeding
(as hereinafter defined), other than a Proceeding by or in the right of the Company to procure a judgment in its favor. The Indemnitee
shall be indemnified pursuant to and in accordance with this Section 2(b) against all Losses (as hereinafter defined) actually
and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection with such a Proceeding or any claim, issue
or matter therein, but only if the Indemnitee acted in good faith and in a manner that the 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
his or her conduct was unlawful.


(c) Proceedings by or in the
Right of the Company. Except as provided in Section 4 hereof, the Indemnitee shall be entitled to the rights of indemnification
provided in this Section 2(c) if, by reason of the Indemnitee’s Corporate Status, the Indemnitee is or was, or is or
was threatened to be made, a party to or is or was otherwise involved in a Proceeding brought by or in the right of the Company to procure
a judgment in its favor. The Indemnitee shall be indemnified pursuant to and in accordance with this Section 2(c) against
all Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection with such a Proceeding
or any claim, issue or matter therein, but only if the Indemnitee acted in good faith and in a manner that the Indemnitee reasonably believed
to be in or not opposed to the best interests of the Company; provided, however, that no indemnification for such Expenses
shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged liable to
the Company unless (and only to the extent that) the Court of Chancery of the State of Delaware or the court in which such Proceeding
was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case,
the Indemnitee is fairly and reasonably entitled to indemnity for such expenses that the Court of Chancery or such other court shall deem
proper. Anything in this Agreement to the contrary notwithstanding, if the Indemnitee, by reason of the Indemnitee’s Corporate Status,
is or was, or is or was threatened to be made, a party to any Proceeding by or in the right of the Company to procure a judgment in its
favor, then the Company shall not indemnify the Indemnitee for any judgment, fines or amounts paid in settlement to the Company in connection
with such Proceeding.


(d) Indemnification for Expenses
if Indemnitee is Wholly or Partly Successful. Anything in this Agreement to the contrary notwithstanding, to the extent that the Indemnitee,
by reason of the Indemnitee’s Corporate Status, is or was, or is or was threatened to be made, a party to any Proceeding and is
successful, on the merits or otherwise, in defending such Proceeding (including dismissal without prejudice), the Indemnitee shall be
indemnified to the maximum extent permitted by law against all Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s
behalf in connection with the defense of such Proceeding. If




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the Indemnitee is not wholly successful in defending
any such Proceeding but is successful, on the merits or otherwise, in defending one or more but less than all claims, issues or matters
in such Proceeding (including dismissal without prejudice of certain claims), the Company shall indemnify the Indemnitee against all Expenses
actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in defending each such successfully resolved claim,
issue or matter. To the extent the Indemnitee has been successful, on the merits or otherwise, in defending any Proceeding, or in defending
any claim, issue or matter therein, the Indemnitee shall be entitled to indemnification as provided in this Section 2(d) regardless
of whether the Indemnitee met the standards of conduct set forth in Sections 2(b) and 2(c) hereof. For these purposes and
without limitation, Indemnitee will be deemed to have been “successful on the merits” in circumstances including but not limited
to the termination of any Proceeding or of any claim, issue, or matter therein, by the winning of a dismissal (with or without prejudice),
motion for summary judgment, settlement (with or without court approval), or upon a plea of nolo contendere or its equivalent.


(e) Indemnification for Expenses
as a Witness or Deponent. Anything in this Agreement to the contrary notwithstanding, to the fullest extent permitted by applicable
law, to the extent that the Indemnitee, by reason of the Indemnitee’s Corporate Status, is or was, or is or was threatened to be
made, a witness or deponent in any Proceeding to which the Indemnitee is not a party, the Indemnitee shall be indemnified against all
Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection therewith. To the extent
permitted by applicable law, the Indemnitee shall be entitled to indemnification for Expenses incurred in connection with being or threatened
to be made a witness or deponent, as provided in this Section 2(e), regardless of whether the Indemnitee met the standards
of conduct set forth in Sections 2(b) and 2(c) hereof.


(f) Partial Indemnification.
If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Losses
actually and reasonably incurred by the Indemnitee in a Proceeding, but not for the total amount thereof, the Company shall indemnify
the Indemnitee for the portion of such Losses to which the Indemnitee is entitled.


Section 3. Advancement
of Expenses. Anything in this Agreement to the contrary notwithstanding, but subject to Section 4 hereof, if, by reason
of the Indemnitee’s Corporate Status, the Indemnitee is or was, or is or was threatened to be made, a party to, or is or was otherwise
involved in, or is or was, or is or was threatened to be made, a witness or deponent to any Proceeding (including, without limitation,
a Proceeding brought by or in the right of the Company to procure a judgment in its favor), then the Company shall advance all Expenses
actually and reasonably incurred by or on behalf of the Indemnitee in connection with any such Proceeding in advance of the final disposition
of such Proceeding within thirty (30) calendar days after the receipt by the Company of a written request for such advance or advances
from time to time. Such written request shall include or be accompanied by a statement or statements reasonably evidencing the Expenses
incurred by or on behalf of the Indemnitee and for which advancement is requested. The Indemnitee shall qualify for advances upon the
execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes
to the fullest extent permitted by law to repay the advance (without interest) if and to the extent that it is ultimately determined by
a court of competent jurisdiction in a final judgment, not subject to further appeal, that Indemnitee is not entitled to be




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indemnified by the Company. No other form of undertaking
shall be required other than the execution of this Agreement. Any advances and undertakings to repay pursuant to this Section 3
shall be unsecured and interest free, and shall be made without regard to Indemnitee’s ability to repay without regard to Indemnitee’s
entitlement to and availability of insurance coverage, including advancement, payment or reimbursement of defense costs, expenses or covered
loss under the provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement
is withheld, conditioned or delayed by the insurer(s)). The Indemnitee shall be entitled to advancement of Expenses as provided in this
Section 3 regardless of any determination by or on behalf of the Company that the Indemnitee has not met the standards of
conduct set forth in Sections 2(b) and 2(c) hereof. Advances shall include any and all reasonable Expenses incurred pursuing
a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support
the advances claimed. Without limiting the generality or effect of the foregoing, within thirty days after any request by Indemnitee,
the Company shall, in accordance with such request (but without duplication), (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. The Company shall not
seek from a court, or agree to, a "bar order" which would have the effect of prohibiting or limiting the Indemnitee's rights
to receive advancement of expenses under this Agreement. The right to advances under this paragraph shall in all events continue until
final disposition of any Proceeding, including any appeal therein.


 


Section 4. Proceedings Against
the Company; Certain Securities Laws Claims.


(a) Anything in Section 2
or Section 3 hereof to the contrary notwithstanding, except as provided in Section 7(d) hereof, with respect to
a Proceeding initiated against the Company by the Indemnitee (whether initiated by the Indemnitee in or by reason of such person’s
capacity as an officer or director of the Company or in or by reason of any other capacity, including, without limitation, as an employee
or agent of the Company or a director, officer, employee or agent of Another Enterprise), the Company shall not be required to indemnify
or to advance Expenses to the Indemnitee in connection with prosecuting such Proceeding (or any part thereof) or in defending any counterclaim,
cross-claim, affirmative defense or like claim of the Company in such Proceeding (or part thereof) unless such Proceeding was authorized
by the Board of Directors of the Company. For purposes of this Section 4, a counterclaim by the Indemnitee against the Company
in connection with a Proceeding initiated against the Indemnitee by the Company shall not be considered a Proceeding (or part thereof)
initiated against the Company by the Indemnitee, and the Indemnitee shall have all rights of indemnification and advancement with respect
to any such counterclaim in accordance with and subject to the terms of this Agreement.


(b) Anything in Section 2
(other than Section 2(d)) or Section 3 hereof to the contrary notwithstanding, except as provided in Section 2(d)
hereof with respect to indemnification of Expenses in connection with whole or partial success on the merits or otherwise in defending
any Proceeding, the Company shall not be required to indemnify the Indemnitee in connection with any claim made against Indemnitee for
(i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within
the meaning of Section 16(b) of the Securities Exchange Act of 1934 or similar provisions of state statutory law or common law, or
(ii) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or
of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Securities Exchange
Act of 1934 (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).




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Section 5. Procedure for
Determination of Entitlement to Indemnification; Independent Counsel.


(a) To obtain indemnification
under this Agreement, the Indemnitee shall submit to the Company (following the final disposition of the applicable Proceeding) a written
request for indemnification, including therein or therewith, except to the extent previously provided to the Company in connection with
a request or requests for advancement pursuant to Section 3 hereof, a statement or statements reasonably evidencing all Losses
incurred or paid by or on behalf of the Indemnitee and for which indemnification is requested. The Secretary of the Company shall, promptly
upon receipt of such a request for indemnification, advise the Board of Directors in writing that the Indemnitee has requested indemnification.


(b) Upon written request by the
Indemnitee for indemnification pursuant to the first sentence of Section 5(a) hereof, if required by applicable law and to
the extent not otherwise provided pursuant to the terms of this Agreement, a determination with respect to the Indemnitee’s entitlement
to indemnification shall be made in the specific case as follows: (i) if a Change in Control (as hereinafter defined) shall have
occurred and if so requested in writing by the Indemnitee, by Independent Counsel (as hereinafter defined) in a written opinion to the
Board of Directors; or (ii) if a Change in Control shall not have occurred (or if a Change in Control shall have occurred but the
Indemnitee shall not have requested that indemnification be determined by Independent Counsel as provided in subpart (i) of this
Section 5(b)), (A) by a majority vote of the Disinterested Directors (as hereinafter defined), even though less than
a quorum of the Board of Directors, or (B) by a committee of Disinterested Directors designated by majority vote of the Disinterested
Directors, even though less than a quorum of the Board of Directors, (C) if there are no such Disinterested Directors or, if such
Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, or (D) by the Company’s
stockholders in accordance with applicable law. Notice in writing of any determination as to the Indemnitee’s entitlement to indemnification
shall be delivered to the Indemnitee promptly after such determination is made, and if such determination of entitlement to indemnification
has been made by Independent Counsel in a written opinion to the Board of Directors, then such notice shall be accompanied by a copy of
such written opinion. If it is determined that the Indemnitee is entitled to indemnification, then payment to the Indemnitee of all amounts
to which the Indemnitee is determined to be entitled shall be made within thirty (30) calendar days after such determination. If
it is determined that the Indemnitee is not entitled to indemnification, then the written notice to the Indemnitee (or, if such determination
has been made by Independent Counsel in a written opinion, the copy of such written opinion delivered to the Indemnitee) shall disclose
the basis upon which such determination is based. The Indemnitee shall cooperate with the person, persons or entity making the determination
with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable
advance request any documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably
available to the Indemnitee and reasonably necessary to determine whether and to what
extent the Indemnitee is entitled to indemnification.




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(c) If the determination of entitlement
to indemnification is to be made by Independent Counsel pursuant to Section 5(b) hereof, the Independent Counsel shall be
selected as provided in this Section 5(c). If a Change in Control shall not have occurred (or if a Change in Control shall
have occurred but the Indemnitee shall not have requested that indemnification be determined by Independent Counsel as provided in subpart
(i) of Section 5(b)), then the Independent Counsel shall be selected by the Board of Directors, and the Company shall
give written notice to the Indemnitee advising the Indemnitee of the identity of the Independent Counsel so selected. If a Change in Control
shall have occurred and the Indemnitee shall have requested that indemnification be determined by Independent Counsel, then the Independent
Counsel shall be selected by the Indemnitee (unless the Indemnitee shall request that such selection be made by the Board of Directors,
in which event the preceding sentence shall apply), and the Indemnitee shall give written notice to the Company advising it of the identity
of the Independent Counsel so selected. In either event, the Indemnitee or the Company, as the case may be, may, within 10 calendar days
after such written notice of selection has been given, deliver to the Company or to the Indemnitee, as the case may be, a written objection
to such selection; provided, however, that such objection may be asserted only on the ground that the law firm or person
so selected does not meet the requirements of “Independent Counsel” as defined in Section 23 of this Agreement,
and the objection shall set forth the basis of such assertion. Absent a proper and timely objection, the person so selected shall act
as Independent Counsel. If such written objection is so made and substantiated, the law firm or person so selected may not serve as Independent
Counsel unless and until such objection is withdrawn or the Court of Chancery of the State of Delaware or another court of competent jurisdiction
in the State of Delaware has determined that such objection is without merit. If the determination of entitlement to indemnification is
to be made by Independent Counsel pursuant to Section 5(b) hereof and, following the expiration of thirty (30) calendar
days after submission by the Indemnitee of a written request for indemnification pursuant to Section 5(a) hereof, Independent
Counsel shall not have been selected, or an objection thereto has been made and not withdrawn, then either the Company or the Indemnitee
may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction in the State of Delaware for resolution
of any objection that shall have been made by the Company or the Indemnitee to the other’s selection of Independent Counsel and/or
for appointment as Independent Counsel of a law firm or person selected by such court (or selected by such person as the court shall designate),
and the law firm or person with respect to whom all objections are so resolved or the law firm or person so appointed shall act as Independent
Counsel under Section 5(b) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 7(a)
of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the
applicable standards of professional conduct then prevailing). If the determination of entitlement to indemnification is to be made by
Independent Counsel pursuant to Section 5(b) hereof, then the Company agrees to pay the reasonable fees and expenses of such
Independent Counsel and to fully indemnify and hold harmless such Independent Counsel against any and all Expenses, claims, liabilities
and damages arising out of or relating to this Agreement or its engagement pursuant hereto. If the person or persons so empowered to make
a determination pursuant to this section hereof shall have failed to make the requested determination within one hundred twenty (120)
days after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance
of a plea of nolo contendere or its equivalent, or other disposition or partial disposition of any Proceeding or any other
event that could enable the Corporation to determine Indemnitee’s entitlement to indemnification, the requisite determination that
Indemnitee is entitled to indemnification shall be deemed to have been made.




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Section 6. Burden of Proof;
Defenses; and Presumptions.


(a) In any judicial proceeding
or arbitration pursuant to Section 7 hereof brought by the Indemnitee to enforce rights to indemnification or to an advancement
of expenses hereunder, or in any action, suit or proceeding brought by the Company to recover an advancement of expenses (whether pursuant
to the terms of an undertaking or otherwise), the burden shall be on the Company to prove by clear and convincing evidence that the Indemnitee
is not entitled to be indemnified, or to such an advancement of expenses, as the case may be.


(b) It shall be a defense in any
judicial proceeding or arbitration pursuant to Section 7 hereof to enforce rights to indemnification under Section 2(b)
or Section 2(c) hereof (but not in any judicial proceeding or arbitration pursuant to Section 7 hereof to enforce a right
to an advancement of expenses under Section 3 hereof) that the Indemnitee has not met the standards of conduct set forth in
Section 2(b) or Section 2(c), as the case may be, but the burden of proving such defense by clear and convincing
evidence shall be on the Company. With respect to any judicial proceeding or arbitration pursuant to Section 7 hereof brought
by the Indemnitee to enforce a right to indemnification hereunder, or any action, suit or proceeding brought by the Company to recover
an advancement of expenses (whether pursuant to the terms of an undertaking or otherwise), neither (i) the failure of the Company
(including by its directors or Independent Counsel) to have made a determination prior to the commencement of such action, suit, proceeding
or arbitration that indemnification is proper in the circumstances because the Indemnitee has met the applicable standards of conduct,
nor (ii) an actual determination by the Company (including by its directors or Independent Counsel) that the Indemnitee has not met
such applicable standards of conduct, shall create a presumption that the Indemnitee has not met the applicable standards of conduct.


(c) The termination of any Proceeding
by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent, shall not, of itself, adversely
affect the right of the Indemnitee to indemnification hereunder or create a presumption that the Indemnitee did not act in good faith
and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to
any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful.


(d) For purposes of any determination
of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of
account of the Company or Other Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of
the Company or Other Enterprise in the course of their duties, or on the advice of legal counsel for the Company or Other Enterprise or
on information or records given or reports made to the Company or Other Enterprise by an independent certified public accountant or by
an appraiser or other expert selected by the Company or Other Enterprise. The provisions of this Section 6(d) shall not be
deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed
or found to have met the applicable standard of conduct set forth in this Agreement.




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(e) The knowledge and/or actions,
or failure to act, of any other director, officer, agent or employee of the Company or of Another Enterprise shall not be imputed to the
Indemnitee for purposes of determining the Indemnitee’s right to indemnification under this Agreement.


Section 7. Remedies of
Indemnitee.


(a) In the event that (i) a
determination is made pursuant to Section 5 of this Agreement that the Indemnitee is not entitled to indemnification under
this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 3 of this Agreement, (iii) no
determination of entitlement to indemnification, if such determination of entitlement to indemnification is not to be made by Independent
Counsel pursuant to Section 5(b) hereof, shall have been made pursuant to Section 5(b) of this Agreement within
sixty (60) calendar days after receipt by the Company of the Indemnitee’s written request for indemnification, (iv) no
determination of entitlement to indemnification, if such determination of entitlement to indemnification is to be made by Independent
Counsel pursuant to Section 5(b) hereof, shall have been made pursuant to Section 5(b) hereof within eighty (80) calendar
days after receipt by the Company of the Indemnitee’s written request for indemnification, unless an objection to the selection
of such Independent Counsel has been made and substantiated and not withdrawn, in which case the applicable time period shall be seventy
(70) calendar days after the Court of Chancery of the State of Delaware or another court of competent jurisdiction in the State of
Delaware (or such person appointed by such court to make such determination) has determined or appointed the person to act as Independent
Counsel pursuant to Section 5(b) hereof, (v) payment of indemnification is not made pursuant to Section 2(d)
or Section 2(e) of this Agreement within thirty (30) calendar days after receipt by the Company of a written request
therefor, or (vi) payment of indemnification pursuant to Section 2(b) or Section 2(c) of this Agreement is
not made within thirty (30) calendar days after a determination has been made pursuant to Section 5(b) that the Indemnitee
is entitled to indemnification, then the Indemnitee shall be entitled to seek an adjudication by the Court of Chancery of the State of
Delaware of the Indemnitee’s entitlement to such indemnification or advancement of Expenses. Alternatively, if the foregoing conditions
have been satisfied, the Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant
to the Commercial Arbitration Rules of the American Arbitration Association. The Indemnitee shall commence such proceeding seeking an
adjudication or an award in arbitration within 180 calendar days following the date on which the Indemnitee first has the right to commence
such proceeding pursuant to this Section 7(a); provided, however, that the foregoing clause shall not apply
in respect of a proceeding brought by the Indemnitee to enforce his or her rights to indemnification under Section 2(d) of
this Agreement.


(b) In the event that a determination
shall have been made pursuant to Section 5(b) of this Agreement that the Indemnitee is not entitled to indemnification, any
judicial proceeding or arbitration commenced pursuant to this Section 7 shall be conducted in all respects as a de novo
trial, or arbitration, on the merits and the Indemnitee shall not be prejudiced by reason of that adverse determination.




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(c) If a determination shall have
been made pursuant to Section 5(b) of this Agreement that the Indemnitee is entitled to indemnification, the Company shall
be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 7, absent (i) a
misstatement or misrepresentation by the Indemnitee (or anyone acting on the Indemnitee’s behalf) of a material fact, or an omission
of a material fact necessary to make the Indemnitee’s statement (or statements of persons acting on behalf of the Indemnitee) not
materially misleading, in connection with the request for indemnification or in connection with the provision of information or documentation
pursuant to the last sentence of Section 5(b), or (ii) a prohibition of such indemnification under applicable law.


(d) In the event that the Indemnitee,
pursuant to this Section 7, seeks a judicial adjudication of or an award in arbitration to enforce the Indemnitee’s
rights under, or to recover damages for breach of, this Agreement, then the Indemnitee shall be entitled to recover from the Company,
and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by or on behalf of such Indemnitee
in such judicial adjudication or arbitration, but only if (and only to the extent) the Indemnitee prevails therein. If it shall be determined
in said judicial adjudication or arbitration that the Indemnitee is entitled to receive part but not all of the indemnification or advancement
of Expenses sought, the expenses incurred by the Indemnitee in connection with such judicial adjudication or arbitration shall be appropriately
prorated.


(e) Monetary Damages Insufficient/Specific
Performance. The Company and Indemnitee agree that a monetary remedy for breach of this Agreement may be inadequate, impracticable
and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree
that Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance hereof, without any necessity of showing
actual damage or irreparable harm (having agreed that actual and irreparable harm will result in not forcing the Company to specifically
perform its obligations pursuant to this Agreement) and that by seeking injunctive relief and/or specific performance, Indemnitee shall
not be precluded from seeking or obtaining any other relief to which he may be entitled. The Company and Indemnitee further agree that
Indemnitee shall be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions
and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges
that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by the Court, and the Company hereby waives any such
requirement of a bond or undertaking. If Indemnitee seeks mandatory injunctive relief, it shall not be a defense to enforcement of the
Company’s obligations set forth in this Agreement that Indemnitee has an adequate remedy at law for damages.


Section 8. Non-Exclusivity.
Except to the extent expressly provided herein, and only to such extent, the rights of indemnification and to receive advancement of Expenses
as provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may at any time be entitled under
applicable law, the Company’s Certificate of Incorporation, the Company’s Bylaws, any agreement, a vote of stockholders, a
resolution of directors or otherwise, both as to action in or by reason of the Indemnitee’s Corporate Status and as to action in
or by reason of any other capacity of the Indemnitee while serving as a director or officer of the Company. No right or remedy herein
conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition
to every other




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right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. In the event of any change after the date of this Agreement in any applicable law, statute
or rule that expands the power of a Delaware corporation to indemnify a member of its board of directors or an officer, employee, agent
or fiduciary, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greatest benefits afforded by such
change. Anything in this Section 8 to the contrary notwithstanding, to the extent the time periods specified in Section 3
and Section 7(a) hereof with respect to the time at which the Indemnitee shall be entitled to seek an adjudication or an award
in arbitration as to the Indemnitee’s entitlement to indemnification or advancement differ from similar time periods specified in
the Company’s Certificate of Incorporation or Bylaws, the time periods set forth in Section 3 and Section 7(a)
hereof shall control and be binding on the Indemnitee and the Company and shall be deemed a waiver of any contrary right specified in
the Company’s Certificate of Incorporation or Bylaws. The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other right or remedy.


Section 9. Insurance; Subrogation;
Other Sources of Payment.


(a) To the extent that the Company
maintains an insurance policy or policies providing liability insurance for directors, officers, employees or agents of the Company or
Another Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent
of the coverage available for any such director, officer, employee or agent under such policy or policies. If, at the time of the receipt
of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company shall
give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective
policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee,
all amounts payable as a result of such proceeding in accordance with the terms of such policies. Further, if requested by Indemnitee,
within two business days of such request the Company will instruct the insurance carriers and the Company’s insurance broker that
they may communicate directly with Indemnitee regarding such claim. To the extent that the Company maintains an insurance policy or policies
providing liability insurance for directors, officers, employees or agents of the Company or Another Enterprise, the provision of directors’
and officers’ liability insurance as provided in this Section 9(a) shall be in addition to the Company’s obligations
under Sections 2 and 3 hereof and shall not be deemed to be in satisfaction of those obligations. In the event of a change
of control or the Company’s becoming insolvent, the Company shall maintain in force any and all insurance policies then maintained
by the Company in providing insurance--directors’ and officers’ liability, fiduciary, employment practices or otherwise--in
respect of the individual directors and officers of the Company, for a fixed period of six years thereafter (a “Tail Policy”).
Such coverage shall be non-cancellable and shall be placed and serviced for the duration of its term by the Company’s incumbent
insurance broker. Such broker shall place the Tail Policy with the incumbent insurance carriers using the policies that were in place
at the time of the change of control event (unless the incumbent carriers will not offer such policies, in which case the Tail Policy
placed by the Company’s insurance broker shall be substantially comparable in scope and amount as the expiring policies, and the
insurance carriers for the Tail Policy shall have an AM Best rating that is the same or better than the AM Best ratings of the expiring
policies).




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(b) In the event of any payment
to or on behalf of the Indemnitee 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 papers required and take all action necessary to secure such rights, including execution
of such documents as are necessary to enable the Company to bring suit to enforce such rights.


(c) Except to the extent required
by applicable law, the Company shall not be liable under this Agreement to make any payment to Indemnitee with respect to amounts otherwise
indemnifiable hereunder (or for which advancement is otherwise provided hereunder) if and to the extent that the Indemnitee has otherwise
actually received such payment under any insurance policy, contract, agreement or otherwise; provided, however, that payment
made to Indemnitee pursuant to an insurance policy purchased and maintained by Indemnitee at his or her own expense of any amounts otherwise
indemnifiable or obligated to be made pursuant to this Agreement shall not reduce the Company’s obligations to Indemnitee pursuant
to this Agreement. Nothing hereunder is intended to affect any right of contribution of or against the Company in the event the Company
and any other person or persons have co-equal obligations to indemnify or advance expenses to Indemnitee.


(d) The Company’s obligation
to indemnify or advance Expenses hereunder to the Indemnitee, in connection with or by reason of Indemnitee’s service at the request
of the Company as a director, officer, employee, agent or fiduciary of Another Enterprise, shall be reduced by any amount that the Indemnitee
has actually received as indemnification or advancement of Expenses from such Other Enterprise with respect to the Proceeding for which
indemnification or advancement of Expenses is sought.


Section 10. Contribution.
To the fullest extent permitted by applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee
for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, for
any and all Losses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed
fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received
by the Company, on the one hand, and Indemnitee, on the other hand, as a result of the event(s) and/or transaction(s) giving cause to
such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents), on the one hand,
and Indemnitee, on the other hand, in connection with such event(s) and/or transaction(s).


Section 11. Settlements.
Anything in this Agreement or the Company’s Certificate of Incorporation or Bylaws to the contrary notwithstanding, the Company
shall have no obligation to indemnify the Indemnitee for any amounts paid by or on behalf of the Indemnitee in settlement of any Proceeding,
unless the Company has consented in writing to such settlement, which consent shall not be unreasonably withheld. The Company shall not
settle any claim in any manner that would impose any fine or any obligation on the Indemnitee without the Indemnitee’s prior written
consent, which consent shall not be unreasonably withheld. The Company shall not, on its own behalf, settle any part of any Proceeding
to which Indemnitee is party with respect to other parties (including the Company) if any portion of such settlement is to be funded from
corporate insurance proceeds unless approved by (i) the written consent of Indemnitee or (ii) a majority of the independent directors
of the board; provided, however, that the right to constrain the Company’s use of corporate insurance as described in this section
shall terminate at the time the Company concludes (per the terms of this
Agreement) that (i) Indemnitee is not entitled to indemnification pursuant to this agreement, or (ii) such indemnification obligation
to Indemnitee has been fully discharged by the Company.




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Section 12. Survival of
Rights; Binding Effect; Successors and Assigns.


(a) The indemnification and advancement
of Expenses and other rights provided by, or granted pursuant to, this Agreement shall continue during the period that the Indemnitee
is a director or officer of the Company and shall continue after the Termination Date so long as Indemnitee shall be subject to any possible
Proceeding (including any appeal thereto), by reason of Indemnitee’s Corporate Status, with respect to claims arising from any action
taken or omitted (or that are alleged to have been taken or omitted) by the Indemnitee, or from any facts or events that occurred (or
that are alleged to have occurred), on or before the Termination Date, and shall further continue for such period of time following the
conclusion of any such Proceeding as may be reasonably necessary for Indemnitee to enforce rights and remedies pursuant to this Agreement
as provided in Section 7 of this Agreement.


(b) This Agreement shall be binding
upon the Indemnitee and upon the Company and its 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) and assigns, and shall inure to the benefit of
the Indemnitee, the Indemnitee’s heirs, personal representatives, executors, administrators and assigns and to the benefit of the
Company and its successors and assigns.


(c) In addition, 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 substance satisfactory to Indemnitee,
expressly to assume and agree to perform this Agreement and indemnify Indemnitee to the fullest extent permitted by law.


Section 13. Severability.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the
validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any
Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal
or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by
law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the
maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including,
without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable,
that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.


Section 14. Acknowledgement.
The Company expressly acknowledges, confirms and agrees that it has entered into this Agreement and has assumed the obligations imposed
on the Company hereby in order to induce the Indemnitee to serve or continue to serve as a director or officer of the Company, and the
Company acknowledges that the Indemnitee is relying upon this Agreement in serving and continuing to serve in such capacity.




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Section 15. Notice by Indemnitee
or Company. The Indemnitee agrees to notify the Company promptly and in writing upon being served with any summons, citation, subpoena,
complaint, petition, indictment, information or other document relating to the commencement or threatened commencement of any Proceeding
or matter that may be subject to indemnification or advancement of Expenses covered hereunder. The failure of the Indemnitee to so notify
the Company shall not relieve the Company of any obligation that it may have to the Indemnitee under this Agreement or otherwise, except
to the extent the Company is materially prejudiced by such failure; provided, however, that notice will be deemed to have
been given without any action on the part of Indemnitee in the event the Company is a party to the same Proceeding. If the Indemnitee
is the subject of, or is, to the knowledge of the Company, implicated in any way during an investigation, whether formal or informal,
that is related to Indemnitee’s Corporate Status and that reasonably could lead to a Proceeding for which indemnification can be
provided under this Agreement, the Company shall notify the Indemnitee of such investigation and shall share (to the extent legally permissible)
with Indemnitee any information it has provided to any third parties concerning the investigation (“Shared Information”).
By executing this Agreement, Indemnitee agrees that such Shared Information is material non-public information that Indemnitee is obligated
to hold in confidence and may not disclose publicly; provided, however, that Indemnitee may use the Shared Information and disclose such
Shared Information to Indemnitee’s legal counsel and third parties, in each case solely in connection with defending Indemnitee
from legal liability.


Section 16. Notices.
All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) if
delivered by hand to the party to whom said notice or other communication shall have been directed, on the date so delivered, or (ii) if
mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed. All such
notices, requests, demands and other communications shall be delivered to the Indemnitee or to the Company, as the case may be, at the
following addresses:


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


 


(b) If to the Company, to:


ClearPoint Neuro, Inc.


120 S. Sierra Ave., Unit
1


Solana Beach, CA 92075


Attn: Corporate Secretary


or to such other address as may have been furnished
to the Indemnitee by the Company or to the Company by the Indemnitee, as the case may be, by like notice.


Section 17. 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.


Section 18. Headings.
The headings of the 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 thereof.




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Section 19. Entire Agreement.
This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all
prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.


Section 20. Modification
and Waiver.


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


(b) No amendment, modification,
supplementation or repeal of this Agreement or of any provision hereof shall limit or restrict any rights of the Indemnitee under this
Agreement in respect of any action taken or omitted by the Indemnitee in or by reason of the Indemnitee’s Corporate Status prior
to such amendment, modification, supplementation or repeal.


Section 21. Governing Law;
Submission to Jurisdiction; Service of Process.


(a) This Agreement and the legal
relations between the parties with respect to the matters addressed hereby shall be governed by, and construed and enforced in accordance
with, the laws of the State of Delaware, without regard to its conflict of laws rules.


(b) Except with respect to any
arbitration commenced by the Indemnitee pursuant to Section 7(a) of this Agreement and except to the extent permitted by Section 2(c)
hereof with respect to a determination by a court in which an underlying Proceeding was brought that the Indemnitee is entitled to indemnification
of Expenses notwithstanding an adjudication of liability to the Company, the Company and the Indemnitee each hereby irrevocably and unconditionally
(i) agrees and consents to the jurisdiction of the courts of the State of Delaware for all purposes in connection with any action,
suit or proceeding that arises out of or relates to this Agreement and agrees that any such action instituted under this Agreement shall
be brought only in the Court of Chancery of the State of Delaware (or in any other state court of the State of Delaware if the Court of
Chancery does not have subject matter jurisdiction over such action), and not in any other state or federal court in the United States
of America or any court or tribunal in any other country; (ii) consents to submit to the exclusive jurisdiction of the courts of
the State of Delaware for purposes of any action or proceeding arising out of or in connection with this Agreement; (iii) waives
any objection to the laying of venue of any such action or proceeding in the courts of the State of Delaware; and (iv) waives, and
agrees not to plead or to make, any claim that any such action or proceeding brought in the courts of the State of Delaware has been brought
in an improper or otherwise inconvenient forum.


(c) Each of the Company and the
Indemnitee hereby consents to service of any summons and complaint and any other process that may be served in any action, suit or proceeding
arising out of or relating to this Agreement in any court of the State of Delaware by mailing by certified or registered mail, with postage
prepaid, copies of such process to such party at its address for receiving notice pursuant to Section 16 hereof. Nothing herein
shall preclude service of process by any other means permitted by applicable law.




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Section 22. Nature of Agreement.
This Agreement shall not be deemed an employment contract between the Company and the Indemnitee, and, if Indemnitee is an officer or
employee of the Company, Indemnitee specifically acknowledges that Indemnitee may be discharged as an officer or employee of the Company
at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in
a separate written contract between the Company and the Indemnitee.


Section 23. Definitions.
For purposes of this Agreement:


(a) “Another Enterprise”
and “Other Enterprise” refer to a corporation, partnership, limited liability company, joint venture, trust, employee
benefit plan or any other form of enterprise, other than the Company.


(b) “Change in Control”
means, and 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), other than a trustee or other fiduciary holding securities under an employee benefit
plan of the Company acting in such capacity or a corporation owned directly or indirectly by the stockholders of the Company in substantially
the same proportions as their ownership of stock of the Company, becomes the “beneficial owner” (as defined in Rule 13d-3
under said Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting
power represented by the Company’s then outstanding voting stock, (ii) during any period of two (2) consecutive years
(not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board
of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by the Company’s
stockholders was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning
of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof,
(iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation other than a merger
or consolidation that would result in the voting stock of the Company outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into voting stock of the surviving entity) at least fifty percent (50%) of the total
voting power represented by the voting stock of the Company or such surviving entity outstanding immediately after such merger or consolidation,
or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition
by the Company (in one transaction or a series of related transactions) of all or substantially all of the Company’s assets.


(c) “Corporate Status”
describes the Indemnitee’s status as a present or former director or officer of the Company or the Indemnitee’s status, at
any time while serving as a director or officer of the Company, as a director, officer, employee, agent or fiduciary of Another Enterprise
to the extent the Indemnitee is or was serving in such capacity with respect to such Other Enterprise at the request of the Company.


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(d) “Expenses”
includes, without limitation, reasonable attorneys’ fees; retainers; disbursements of counsel; court costs; filing fees; transcript
costs; fees and expenses of experts; fees and expenses of witnesses; fees and expenses of accountants and other consultants (excluding
public relations consultants unless approved in advance by the Company); travel expenses; duplicating and imaging costs; printing and
binding costs; telephone charges; facsimile transmission charges; computer legal research costs;
postage; delivery service fees; fees and expenses of third-party vendors; the premium, security for, and other costs associated with any
bond (including supersedeas or appeal bonds, injunction bonds, cost bonds, appraisal bonds or their equivalents), in each case incurred
in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness or deponent
in, or otherwise participating in, a Proceeding (including, without limitation, any judicial or arbitration Proceeding brought to enforce
the Indemnitee’s rights under, or to recover damages for breach of, this Agreement), as well as all other “expenses”
within the meaning of that term as used in Section 145 of the General Corporation Law of the State of Delaware and all other disbursements
or expenses of types customarily and reasonably incurred in connection with prosecuting, defending, preparing to prosecute or defend,
investigating, being or preparing to be a witness or deponent in, or otherwise participating in, actions, suits or proceedings similar
to or of the same type as the Proceeding with respect to which such disbursements or expenses were incurred; but, notwithstanding anything
in the foregoing to the contrary, “Expenses” shall not include amounts of judgments, penalties or fines actually levied
against the Indemnitee in connection with any Proceeding.


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


(f) “Independent Counsel”
means a law firm, or a person admitted to practice law in any State of the United States, that is experienced in matters of corporation
law and neither presently is, nor in the past three years has been, retained to represent: (i) the Company or the Indemnitee in any
matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnities
under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.
Notwithstanding the foregoing, the term “Independent Counsel” shall not include any law firm or person who, under the
applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or
the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement. For the avoidance of doubt, the term “Independent
Counsel” shall not include any law firm or person who represents or advises, or at any time in the past three years has represented
or advised, any entity or person who effectuated or has been a party to a Change in Control of the Company.


 


(g) “Losses” means
all Expenses, judgments, penalties, fines, liabilities and amounts paid in settlement in connection with a Proceeding.


(h) “Proceeding”
means any threatened, pending or completed action, suit, arbitration, alternative dispute resolution mechanism, investigation (whether
formal or informal, including any internal investigation), inquiry, administrative hearing or any other threatened, pending or completed
proceeding, whether brought by or in the right of the Company or otherwise, and whether civil, criminal, administrative or investigative.


(i) “Termination Date”
shall mean the date on which the Indemnitee is no longer serving as a director or officer of the Company.


(j) References herein to “fines”
shall include any excise tax assessed with respect to any employee benefit plan.




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(k) References herein to a director
of Another Enterprise or a director of an Other Enterprise shall include, in the case of any entity that is not managed by a board of
directors, such other position, such as manager or trustee or member of the governing body of such entity, that entails responsibility
for the management and direction of such entity’s affairs, including, without limitation, the general partner of any partnership
(general or limited) and the manager or managing member of any limited liability company.


(l) (i) References herein
to serving at the request of the Company as a director, officer, employee, agent or fiduciary of Another Enterprise shall include any
service as a director, officer, employee or agent of the Company that imposes duties on, or involves services by, such director or officer
with respect to an employee benefit plan of the Company or any of its affiliates, other than solely as a participant or beneficiary of
such a plan, including as a deemed fiduciary thereto; and (ii) if the Indemnitee has acted in good faith and in a manner such the
Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, the Indemnitee
shall be deemed to have acted in a manner not opposed to the best interests of the Company for purposes of this Agreement.


[SIGNATURE PAGE FOLLOWS]


 




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IN WITNESS WHEREOF, the Company
and the Indemnitee have executed this Agreement on and as of the day and year first above written.


 


	 	 	 
	
     

     

    CLEARPOINT NEURO, INC.

	
     

     

	By:                                                                
	Name: Danilo D’Alessandro
	Title: Chief Financial Officer



 


	 	 	 
	
     

     

    INDEMNITEE

	
     

     

     

	By:                                                                
	Name:
	Address: 
	 



 



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