Exhibit 10.3


 


INDEMNITY AGREEMENT


 


This Indemnity Agreement (the
“Agreement”), dated as of _____________, 2021, is entered into by and among Parc Investments, Inc., a Delaware
corporation (the “Parent”), Aeluma Operating Co., a Delaware corporation (“Acquisition Subsidiary”
and together with the Parent, the “Companies”), and the undersigned Indemnitee (the “Indemnitee”).


 


W I T N E S S E T H:


 


WHEREAS, Indemnitee is a director
on the board of directors of the Parent (the “Board of Directors”) and/or an officer of the Parent, as well as a director
and/or an officer of Acquisition Subsidiary, and in such capacity(ies) is performing valuable services for the Parent; and


 


WHEREAS, the Parent, Biond
Photonics, Inc. (d.b.a. “Aeluma”), a California corporation, and Acquisition Subsidiary plan to enter into a Merger Agreement
(the “Merger Agreement”), pursuant to which the shareholders Acquisition Subsidiary will receive common stock of the
Parent in exchange for their capital stock of Acquisition Subsidiary, (the “Merger ”); and


 


WHEREAS, it is intended that
Indemnitee shall be paid promptly by the Companies all amounts necessary to effectuate in full the indemnity provided herein;


 


NOW, THEREFORE, in consideration
of the premises and the covenants in this Agreement, and of Indemnitee and the Companies intending to be legally bound hereby, the parties
hereto agree as follows:


 


1. Reserved


 


2. Indemnification.
Subject to the limitations set forth herein and in Section 6 hereof, the Companies hereby agree to indemnify Indemnitee
as follows:


 


The Companies shall, from
and after the Effective Time, with respect to any Proceeding (as hereinafter defined), indemnify Indemnitee to the fullest extent permitted
by (in the case of the Parent) Section 145 of the General Corporation Law of the State of Delaware (the “DGCL”)
and the certificate of incorporation and by-laws of the Parent or Acquisition Subsidiary in effect on the date hereof or as such law or
constitutive document may from time to time be amended (but, in the case of any such amendment, only to the extent such amendment permits
the relevant Company to provide broader indemnification rights than applicable law or constitutive document permitted the applicable Company
to provide before such amendment). Notwithstanding the foregoing, the Companies shall not be required to indemnify Indemnitee for acts
or omissions of Indemnitee constituting fraud, bad faith, gross negligence or intentional misconduct. The right to indemnification conferred
herein and in the constitutive documents of the Companies shall be presumed to have been relied upon by Indemnitee in serving the Parent
and shall be enforceable as a contract right. Without in any way diminishing the scope of the indemnification provided by this Section 2,
the Companies will, from and after the Effective Time, indemnify Indemnitee against Expenses (as hereinafter defined) and Liabilities
(as hereinafter defined) actually and reasonably incurred by Indemnitee or on their behalves in connection with the investigation, defense,
settlement or appeal of such Proceeding. In addition to, and not as a limitation of, the foregoing, the rights of indemnification of Indemnitee
provided under this Agreement shall include those rights set forth in Section 8 below. Notwithstanding the foregoing,
from and after the Effective Time, the Companies shall be required to indemnify Indemnitee in connection with a Proceeding commenced by
Indemnitee (other than a Proceeding commenced by Indemnitee to enforce Indemnitee’s rights under this Agreement) only if the commencement
of such Proceeding was authorized by the Board of Directors following the Effective Time. Notwithstanding anything to the contrary contained
herein, the Parent shall have no obligation to indemnify the Indemnitee to the extent such indemnification would not be permitted under
Section 145 of the DGCL or the Parent’s certificate of incorporation in effect on the date hereof.


 






     


     


    

 


3. Presumptions
and Effect of Certain Proceedings. Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification
under this Agreement and the Companies shall have the burden of proof to overcome that presumption in reaching any contrary determination.
The termination of any Proceeding by judgment, order, settlement, arbitration award or conviction, or upon a plea of nolo contendere or
its equivalent, shall not affect this presumption or, except as determined by a judgment or other final adjudication adverse to Indemnitee,
establish a presumption with regard to any factual matter relevant to determining Indemnitee’s rights to indemnification hereunder.


 


4. Advancement
of Expenses. To the extent not prohibited by law, from and after the Effective Time, the Companies shall advance the Expenses or Liabilities
incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within thirty (30) calendar days after
the receipt by the Companies of a statement or statements requesting such advances (which shall include invoices received by Indemnitee
in connection with such Expenses or Liabilities but, in the case of invoices in connection with legal services, any references to legal
work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included
with the invoice) and upon request of the Companies, an undertaking to repay the advancement of Expenses or Liabilities if and to the
extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee
is not entitled to be indemnified by the Companies. Advances shall be unsecured, interest free and without regard to Indemnitee’s
ability to repay the expenses. Advances shall include any and all Expenses and/or Liabilities actually and reasonably incurred by Indemnitee
pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement,
including Expenses and/or Liabilities incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee
acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the
fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction
in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under
this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 4 shall
not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 15(d)(ii).


 






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5. Procedure
for Determination of Entitlement to Indemnification.


 


(a) Whenever
Indemnitee believes that Indemnitee is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request
for indemnification or advancement of expenses to the Companies. Any request for indemnification or advancement of expenses shall include
sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification or
advancement of expenses. In any event, Indemnitee shall submit Indemnitee’s claim for indemnification or advancement of expenses
within a reasonable time, not to exceed sixty calendar (60) days after any judgment, order, settlement, dismissal, arbitration award,
conviction, acceptance of a plea of nolo contendere or its equivalent, or final termination, whichever is the later date for which Indemnitee
requests indemnification.


 


(b) Independent
Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification or advancement of expenses. Determination
of Indemnitee’s entitlement to indemnification or advancement of expenses shall be made not later than ninety calendar (90) days
after the Companies’ receipt of Indemnitee’s written request for such indemnification or advancement of expenses, provided
that any request for indemnification or advancement of expenses for Liabilities, other than amounts paid in settlement, shall have been
made after a determination thereof in a Proceeding.


 


6. Specific
Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the Companies shall not be obligated under
this Agreement to make any indemnity or payment to Indemnitee in connection with any claim against Indemnitee:


 


(a) to
the extent that payment is actually made to Indemnitee under any insurance policy, contract, agreement or otherwise or is made to Indemnitee
by either of the Companies or affiliates otherwise than pursuant to this Agreement. Notwithstanding the availability of such insurance,
Indemnitee also may claim indemnification from the Companies pursuant to this Agreement by assigning to the Companies any claims under
such insurance to the extent Indemnitee is paid by the Companies;


 


(b) for
Liabilities in connection with Proceedings settled without the Companies’ consent, which consent, however, shall not be unreasonably
withheld;


 


(c) in
no event shall the Companies be liable to pay the fees and disbursements of more than one counsel in any single Proceeding except to the
extent that, in the opinion of counsel of the Indemnitee, the Indemnitee has conflicting interests in the outcome of such Proceeding;


 


(d) to
the extent it would be otherwise prohibited by law, if so established by a judgment or other final adjudication adverse to Indemnitee;


 


(e) for
an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Companies within the
meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common
law;


 






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(f) in
connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding)
initiated by Indemnitee against the Companies or their directors, officers, employees or other indemnitees, unless (i) the commencement
of such Proceeding was authorized by the Board of Directors (or any part of any Proceeding) prior to its initiation and following the
Effective Time, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company
under applicable law; or


 


(g) for
any reimbursement of the Companies by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits
realized by Indemnitee from the sale of securities of the Companies, as required in each case under the Securities Exchange Act of 1934,
as amended (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 Companies of profits arising
from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act), if Indemnitee is held
liable therefor.


 


7. Fees
and Expenses of Independent Legal Counsel. The Companies agree to pay the reasonable fees and expenses of Independent Legal Counsel
and to fully indemnify such Independent Legal Counsel against any and all reasonable expenses and losses incurred by any of them arising
out of or relating to this Agreement or their engagement pursuant hereto.


 


8. Remedies
of Indemnitee.


 


(a) In
the event that (i) a determination pursuant to Section 5 hereof is made that Indemnitee is not entitled to
indemnification, (ii) payment has not been timely made following a determination of entitlement to indemnification pursuant to this
Agreement, (iii) the person or persons empowered to make a determination pursuant to Section 5 hereof shall have failed
to make the requested determination within ninety calendar (90) days after the Companies’ receipt of Indemnitee’s written
request for such indemnification or advancement of expenses, or (iv) Indemnitee otherwise seeks enforcement of this Agreement, Indemnitee
shall be entitled to a final adjudication in a court of competent jurisdiction in the State of Delaware of the remedy sought.


 


(b) If
a determination that Indemnitee is entitled to indemnification has been made pursuant to Section 5 hereof, or is
deemed to have been made pursuant to Section 5 hereof or otherwise pursuant to the terms of this Agreement, the
Companies shall be bound by such determination in the absence of a misrepresentation or omission of a material fact by Indemnitee in connection
with such determination.


 


(c) The
Companies shall be precluded from asserting that the procedures and presumptions of this Agreement are not valid, binding and enforceable.
The Companies shall stipulate in any such court or before any such arbitrator that the Companies are bound by all the provisions of this
Agreement and are precluded from making any assertion to the contrary.


 


(d) Expenses
reasonably incurred by Indemnitee in connection with Indemnitee’s request for indemnification under, seeking enforcement of or to
recover damages for breach of this Agreement shall be borne by the Companies when and as incurred by Indemnitee, to the extent it is determined
that Indemnitee is entitled to indemnification hereunder.


 






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9. Contribution.
To the fullest extent permissible under applicable law, in the event the Companies are obligated to indemnify Indemnitee under this Agreement
and the indemnification provided for herein is unavailable to Indemnitee for any reason whatsoever, the Companies, in lieu of indemnifying
Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid
or to be paid in settlement and/or for Expenses, 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 Companies and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding;
and/or (ii) the relative fault of the Companies (and their respective directors, officers, employees and agents) and Indemnitee in
connection with such event(s) and/or transaction(s).


 


10. Modification,
Waiver, Termination and Cancellation. No supplement, modification, termination, cancellation or amendment of this Agreement shall
be binding unless executed in writing by all 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.


 


11. Subrogation.
In the event of any payment under this Agreement, the Companies shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights,
including the execution of such documents necessary to enable the Companies effectively to bring suit to enforce such rights.


 


12. Notice
by Indemnitee and Defense of Claim. Indemnitee shall promptly notify the Companies in writing upon being served with any summons,
citation, subpoena, complaint, indictment, information or other document relating to any matter, whether civil, criminal, administrative
or investigative for which such Indemnitee is entitled to indemnification or an advancement of expenses hereunder, but the omission so
to notify the Companies will not relieve it from any liability that it may have to Indemnitee if such omission does not prejudice the
Companies’ rights. If such omission does prejudice the Companies’ rights, the Companies will be relieved from liability only
to the extent of such prejudice. No such omission shall relieve the Companies of any liability they may otherwise have to Indemnitee outside
of this Agreement under applicable law, the Companies’ constitutive documents or any agreements.


 






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13. Notices.
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly delivered and received hereunder
(a) one business day after being sent for next business day delivery, fees prepaid, via a reputable international overnight courier
service, (b) upon delivery in the case of delivery by hand, or (c) on the date delivered in the place of delivery if sent by
email (with a written or electronic confirmation of delivery from the recipient, excluding any automated response) prior to 5:00 p.m.
Eastern time, otherwise on the next succeeding business day, in each case to the intended recipient as set forth below:


 


	(a)	If to the Parent	 	Parasol Investments Corporation
	 	(prior to Merger  closing):	 	2255 Glades Road, Suite 324A
	 	 	 	Boca Raton, Florida 33431
	 	 	 	Attn: Ian Jacobs, CEO
	 	 	 	Email:
	 	 	 	 
	(b)	If to Acquisition Subsidiary  or the Parent (after Merger  closing):	 	Acquisition Subsidiary  Limited
	 	 	 	2255 Glades Road, Suite 324A
	 	 	 	Boca Raton, Florida 33431
	 	 	 	Attn: Ian Jacobs, CEO
	 	 	 	Email:
	 	 	 	2255 Glades Road, Suite 324A
	 	 	 	Boca Raton, Florida 33431
	 	 	 	 
	(c)	If to Indemnitee:	 	The address set forth on the signature page hereto.


 


or any party may change the address to which notices,
requests, demands, claims and other communications hereunder are to be delivered by giving the other parties notice in the manner herein
set forth.


 


14. Non-Exclusivity.
The rights of Indemnitee hereunder shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under applicable
law, the Companies’ constitutive documents, or any agreements, vote of stockholders, resolution of the Boards of Directors or otherwise
with respect to any Proceeding (as hereinafter defined) associated with Indemnitee acting in his official capacity as an officer and director
of the Parent arising out of or pertaining to actions relating to the approval of and entering into the Merger Agreement, the Transaction
Documentation (as defined in the Merger Agreement), the Merger and each of the transactions contemplated thereby, whether asserted or
claimed prior to, at or after the Effective Time.


 


15. Certain
Definitions.


 


(a) “Expenses”
shall include all direct and indirect costs (including, without limitation, attorneys’ fees, retainers, court costs, transcripts,
fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service
fees, all other disbursements or out-of-pocket expenses) actually and reasonably incurred in connection with either the investigation,
defense, settlement or appeal of a Proceeding or establishing or enforcing a right to indemnification under this Agreement, applicable
law or otherwise; provided, however, that “Expenses” shall not include any Liabilities.


 






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(b) “Independent
Legal Counsel” means a law firm or a member of a firm selected by the Companies and approved by Indemnitee (which approval shall
not be unreasonably withheld). Notwithstanding the foregoing, the term “Independent Legal 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 Companies or Indemnitee in an action to determine Indemnitee’s right to indemnification under this Agreement.


 


(c) “Liabilities”
means liabilities of any type whatsoever including, but not limited to, any judgments, fines, ERISA excise taxes and penalties, penalties
and amounts paid in settlement (including all interest assessments and other charges paid or payable in connection with or in respect
of such judgments, fines, penalties or amounts paid in settlement) of any Proceeding.


 


(d) “Proceeding”
means any threatened, pending or completed action, claim, suit, arbitration, alternative dispute resolution mechanism, investigation,
administrative hearing or any other proceeding, whether civil, criminal, administrative or investigative, that (i) is asserted or claimed
or otherwise arises after the Effective Time, (ii) is associated with Indemnitee’s actions as an officer and/or director of
the Parent arising out of or pertaining to actions relating to the approval of and entering into the Merger Agreement, the Transaction
Documentation (as defined in the Merger Agreement), the Merger and each of the transactions contemplated thereby, including any action
brought by or in the right of the Parent or Acquisition Subsidiary , and (iii) is not initiated or brought by one or more Indemnitee(s).


 


16. Binding
Effect; Duration and Scope of Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the
parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation
or otherwise to all or substantially all of the business or assets of the Companies), spouses, heirs and personal and legal representatives.
This Agreement shall continue in effect for six (6) years subsequent to the date of this Agreement, regardless of whether Indemnitee
continues to serve as director or an officer of the Parent.


 


17. Severability.
If any provision or provisions of this Agreement (or any portion thereof) 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 shall not in any way be affected or impaired thereby;
and


 


(b) to
the fullest extent legally possible, the provisions of this Agreement shall be construed so as to give effect to the intent of any provision
held invalid, illegal or unenforceable.


 


18. Governing
Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, as applied
to contracts between Delaware residents entered into and to be performed entirely within the State of Delaware, without regard to conflict
of laws rules.


 


19. Consent
to Jurisdiction. The Companies and Indemnitee each 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 and agree that any action
instituted under this Agreement shall be brought only in the state courts of the State of Delaware.


 


20. Entire
Agreement. This Agreement represents the entire agreement between the parties hereto, and there are no other agreements, contracts
or understandings between the parties hereto with respect to the subject matter of this Agreement.


 


21. 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. This Agreement and any documents relating to it may be executed and transmitted
to any other party by email of a PDF, which PDF shall be deemed to be, and utilized in all respects as, an original, wet-inked document.


 


[Signature Page Follows]


 




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


 


	PARC INVESTMENTS, INC.	 
	 	 	 
	By:	       	 
	Name:	 	 
	Its:	 	 
	 	 	 
	AELUMA OPERATING CO.	 
	 	 	 
	By:	 	 
	Name:	 	 
	Its:	 	 
	 	 	 
	INDEMNITEE	 
	 	 	 
	By:	 	 
	Name:	 	 
	Address:	 	 
	 	 	 
	 	 	 


 


[Signature Page to Indemnity Agreement]