Exhibit
10.29


 


FORM OF


INDEMNIFICATION AGREEMENT


 


THIS INDEMNIFICATION
AGREEMENT (this “Agreement”) is made and entered into as of the
           day of
                    ,
20        , by and between Americold
Realty Trust, a Maryland real estate investment trust (the “Company”), and
                          
(“Indemnitee”).


 


WHEREAS, at the request of
the Company, Indemnitee currently serves as [a trustee]
[and] [an officer] of the Company and may, therefore, be subjected
to claims, suits or proceedings arising as a result of his service; and


 


WHEREAS, as an inducement to
Indemnitee to continue to serve as [a trustee] [and] [an
officer], the Company has agreed to indemnify and to advance
expenses and costs incurred by Indemnitee in connection with any such claims,
suits or proceedings, to the maximum extent permitted by law; and


 


WHEREAS, the parties by this
Agreement desire to set forth their agreement regarding indemnification and
advance of expenses.


 


NOW, THEREFORE, in
consideration of the premises and the covenants contained herein, the Company
and Indemnitee do hereby covenant and agree as follows:


 


Section 1.              Definitions.  For purposes of this Agreement:


 


(a)           “Change in
Control” means a change in control of the Company occurring after the Effective
Date of a nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A (or in response to any similar item on any
similar schedule or form) promulgated under the Securities Exchange Act of
1934, as amended (the “Exchange Act”), whether or not the Company is then
subject to such reporting requirement; provided, however, that, without
limitation, such a Change in Control shall be deemed to have occurred if, after
the Effective Date (i) any “person” (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) is or becomes the “beneficial owner” (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 30% or more of the combined voting power
of all of the Company’s then-outstanding securities entitled to vote generally
in the election of trustees without the prior approval of at least two-thirds
of the members of the Board of Trustees in office immediately prior to such
person’s attaining such percentage interest; (ii) the Company is a party
to a merger, consolidation, sale of assets, plan of liquidation or other
reorganization not approved by at least two-thirds of the members of the Board
of Trustees then in office, as a consequence of which members of the Board of
Trustees in office immediately prior to such transaction or event constitute
less than a majority of the Board of Trustees thereafter; or (iii) at any
time, a majority of the members of the Board of Trustees are not individuals (A) who
were trustees as of the Effective Date or (B) whose election by the Board
of Trustees or nomination for election by the Company’s shareholders was
approved by the affirmative vote of at least two-thirds of the trustees then in
office who were trustees as of the Effective Date or whose nomination for
election was previously so approved.


 


(b)           “Company Status”
means the status of a person as a present or former trustee, officer, employee
or agent of the Company or as a director, trustee, officer, partner, manager,
managing member, fiduciary, employee or agent of any other foreign or domestic
corporation, real estate investment trust, partnership, limited liability
company, joint 


 

















 


venture,
trust, employee benefit plan or other enterprise that such person is or was
serving in such capacity at the request of the Company.  As a clarification and without limiting the
circumstances in which Indemnitee may be serving at the request of the Company,
service by Indemnitee shall be deemed to be at the request of the Company if
Indemnitee serves or served as a director, trustee, officer, partner, manager,
managing member, fiduciary, employee or agent of any corporation, real estate
investment trust, partnership, limited liability company, joint venture, trust,
employee benefit plan or other enterprise (i) of which a majority of the
voting power or equity interest is owned directly or indirectly by the Company
or (ii) the management of which is controlled directly or indirectly by
the Company.


 


(c)           “Disinterested
Trustee” means a trustee of the Company who is not and was not a party to a
Proceeding in respect of which indemnification and/or advance of Expenses is
sought by Indemnitee.


 


(d)           “Effective Date”
means the date set forth in the first paragraph of this Agreement.


 


(e)           “Expenses”
means any and all reasonable and out-of-pocket attorneys’ fees and costs,
retainers, court costs, transcript costs, fees of experts, witness fees, travel
expenses, duplicating costs, printing and binding costs, telephone charges,
postage, delivery service fees, federal, state, local or foreign taxes imposed
on Indemnitee as a result of the actual or deemed receipt of any payments under
this Agreement, ERISA excise taxes and penalties and any other disbursements or
expenses incurred in connection with prosecuting, defending, preparing to
prosecute or defend, investigating, being or preparing to be a witness in or
otherwise participating in a Proceeding. 
Expenses shall also include Expenses incurred in connection with any
appeal resulting from any Proceeding including, without limitation, the
premium, security for and other costs relating to any cost bond supersedeas
bond or other appeal bond or its equivalent.


 


(f)            “Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in
matters of corporate law and neither is, nor in the past five years has been,
retained to represent:  (i) the
Company or Indemnitee in any matter material to either such party (other than
with respect to matters concerning Indemnitee under this Agreement or of other
indemnitees under similar indemnification agreements) or (ii) any other
party to or participant or witness in the Proceeding giving rise to a claim for
indemnification or advance of Expenses hereunder.  Notwithstanding the foregoing, the term “Independent
Counsel” shall not include any person who, under the applicable standards of
professional conduct then prevailing, would have a conflict of interest in
representing either the Company or Indemnitee in an action to determine
Indemnitee’s rights under this Agreement.


 


(g)           “Proceeding”
means any threatened, pending or completed action, suit, arbitration, alternate
dispute resolution mechanism, investigation, inquiry, administrative hearing or
any other proceeding, whether brought by or in the right of the Company or
otherwise and whether of a civil (including intentional or unintentional tort
claims), criminal, administrative or investigative (formal or informal) nature,
including any appeal therefrom, except one pending or completed on or before
the Effective Date, unless otherwise 


 


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specifically
agreed in writing by the Company and Indemnitee.  If Indemnitee reasonably believes that a
given situation may lead to or culminate in the institution of a Proceeding,
such situation shall also be considered a Proceeding.


 


Section 2.              Services by
Indemnitee.  Indemnitee
will serve as [a trustee] [and] [an officer] of
the Company.  However, this Agreement
shall not impose any independent obligation on Indemnitee or the Company to
continue Indemnitee’s service to the Company. 
This Agreement shall not be deemed an employment contract between the
Company (or any other entity) and Indemnitee.


 


Section 3.              General.  The Company shall indemnify, and advance Expenses
to, Indemnitee (a) as provided in this Agreement and (b) otherwise to
the maximum extent permitted by Maryland law in effect on the Effective Date
and as amended from time to time; provided, however, that no change in Maryland
law shall have the effect of reducing the benefits available to Indemnitee
hereunder based on Maryland law as in effect on the Effective Date.  The rights of Indemnitee provided in this Section 3
shall include, without limitation, the rights set forth in the other sections
of this Agreement, including any additional indemnification permitted by Section 2-418(g) of
the Maryland General Corporation Law (the “MGCL”), as applicable to a Maryland
real estate investment trust by virtue of Section 8-301(15) of the
Maryland REIT Law.


 


Section 4.              Standard for
Indemnification.  If, by
reason of Indemnitee’s Company Status, Indemnitee is, or is threatened to be,
made a party to any Proceeding, Indemnitee shall be indemnified against all
judgments, penalties, fines and amounts paid in settlement and all Expenses
actually and reasonably incurred by him or on his behalf in connection with any
such Proceeding unless it is established that (a) the act or omission of
Indemnitee was material to the matter giving rise to the Proceeding and (i) was
committed in bad faith or (ii) was the result of active and deliberate
dishonesty, (b) Indemnitee actually received an improper personal benefit
in money, property or services or (c) in the case of any criminal
Proceeding, Indemnitee had reasonable cause to believe that his conduct was
unlawful.


 


Section 5.              Certain Limits
on Indemnification. 
Notwithstanding any other provision of this Agreement (other than Section 6)
Indemnitee shall not be entitled to:


 


(a)           indemnification
hereunder if the Proceeding was one by or in the right of the Company and
Indemnitee is adjudged to be liable to the Company;


 


(b)           indemnification
hereunder if Indemnitee is adjudged to be liable on the basis that personal
benefit was improperly received in any Proceeding charging improper personal
benefit to Indemnitee, whether or not involving action in the Indemnitee’s
Company Status; or


 


(c)           indemnification
or advance of Expenses hereunder if the Proceeding was brought by Indemnitee
unless (i) the Proceeding was brought to enforce indemnification under
this Agreement, and then only to the extent in accordance with and as
authorized by Section 12 of this Agreement, or (ii) the Company’s
declaration of trust or Bylaws, a resolution of the shareholders entitled to
vote generally in the election of trustees or of the 


 


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Board
of Trustees or an agreement approved by the Board of Trustees to which the
Company is a party expressly provide otherwise.


 


Section 6.              Court-Ordered
Indemnification.  Notwithstanding
any other provision of this Agreement, a court of appropriate jurisdiction,
upon application of Indemnitee and such notice as the court shall require, may
order indemnification in the following circumstances:


 


(a)           if it
determines Indemnitee is entitled to reimbursement under Section 2-418(d)(1) of
the MGCL, the court shall order indemnification, in which case Indemnitee shall
be entitled to recover the Expenses of securing such reimbursement; or


 


(b)           if it
determines that Indemnitee is fairly and reasonably entitled to indemnification
in view of all the relevant circumstances, whether or not Indemnitee (i) has
met the standards of conduct set forth in Section 2-418(b) of the
MGCL or (ii) has been adjudged liable for receipt of an improper personal
benefit under Section 2-418(c) of the MGCL, the court may order such
indemnification as the court shall deem proper. 
However, indemnification with respect to any Proceeding by or in the
right of the Company or in which liability shall have been adjudged in the
circumstances described in Section 2-418(c) of the MGCL shall be
limited to Expenses.


 


Section 7.              Indemnification
for Expenses of a Party Who is Wholly or Partly Successful.  Notwithstanding any other provision of this
Agreement, and without limiting any such provision, to the extent that
Indemnitee was or is, by reason of his Company Status, made a party to (or
otherwise becomes a participant in) any Proceeding and is successful, on the
merits or otherwise, in the defense of such Proceeding, Indemnitee shall be
indemnified for all Expenses actually and reasonably incurred by him or on his
behalf in connection therewith.  If
Indemnitee is not wholly successful in such Proceeding but is successful, on
the merits or otherwise, as to one or more but less than all claims, issues or
matters in such Proceeding, the Company shall indemnify Indemnitee under this Section 7
for all Expenses actually and reasonably incurred by him or on his behalf in
connection with each such claim, issue or matter, allocated on a reasonable and
proportionate basis.  For purposes of
this Section 7 and, without limitation, the termination of any claim,
issue or matter in such a Proceeding by dismissal, with or without prejudice,
shall be deemed to be a successful result as to such claim, issue or matter.


 


Section 8.              Advance of
Expenses for a Party.  If, by
reason of Indemnitee’s Company Status, Indemnitee is, or is threatened to be,
made a party to any Proceeding, the Company shall, without requiring a
preliminary determination of Indemnitee’s ultimate entitlement to
indemnification hereunder, advance all reasonable Expenses incurred by or on
behalf of Indemnitee in connection with such Proceeding within ten days after
the receipt by the Company of a statement or statements requesting such advance
or advances from time to time, whether prior to or after final disposition of
such Proceeding.  Such statement or
statements shall reasonably evidence the Expenses incurred by Indemnitee and
shall include or be preceded or accompanied by a written affirmation by
Indemnitee of Indemnitee’s good faith belief that the standard of conduct
necessary for indemnification by the Company as authorized by law and by this
Agreement has been met and a written undertaking by or on behalf of Indemnitee,
in 


 


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substantially
the form attached hereto as Exhibit A or in such form as may be
required under applicable law as in effect at the time of the execution
thereof, to reimburse the portion of any Expenses advanced to Indemnitee
relating to claims, issues or matters in the Proceeding as to which it shall
ultimately be established that the standard of conduct has not been met by
Indemnitee and which have not been successfully resolved as described in Section 7
of this Agreement.  To the extent that
Expenses advanced to Indemnitee do not relate to a specific claim, issue or
matter in the Proceeding, such Expenses shall be allocated on a reasonable and
proportionate basis.  The undertaking
required by this Section 8 shall be an unlimited general obligation by or
on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s
financial ability to repay such advanced Expenses and without any requirement
to post security therefor.


 


Section 9.              Indemnification
and Advance of Expenses of a Witness.  Notwithstanding any other provision of this
Agreement, to the extent that Indemnitee is or may be, by reason of his Company
Status, made a witness or otherwise asked to participate in any Proceeding,
whether instituted by the Company or any other party, and to which Indemnitee
is not a party, he shall be advanced all reasonable Expenses and indemnified
against all Expenses actually and reasonably incurred by him or on his behalf
in connection therewith within ten days after the receipt by the Company of a
statement or statements requesting such advance or advances from time to time,
whether prior to or after final disposition of such Proceeding.  Such statement or statements shall reasonably
evidence the Expenses incurred by Indemnitee.


 


Section 10.            Procedure for
Determination of Entitlement to Indemnification.


 


(a)           To obtain
indemnification under this Agreement, Indemnitee shall submit to the Company a
written request, including therein or therewith such documentation and
information as is reasonably available to Indemnitee and is reasonably
necessary to determine whether and to what extent Indemnitee is entitled to
indemnification.  Indemnitee may submit
one or more such requests from time to time and at such time(s) as
Indemnitee deems appropriate in his sole discretion.  The officer of the Company receiving any such
request from Indemnitee shall, promptly upon receipt of such a request for
indemnification, advise the Board of Trustees in writing that Indemnitee has
requested indemnification.


 


(b)           Upon written
request by Indemnitee for indemnification pursuant to Section 10(a) above,
a determination, if required by applicable law, with respect to Indemnitee’s
entitlement thereto shall promptly be made in the specific case: (i) if a
Change in Control shall have occurred, by Independent Counsel, in a written
opinion to the Board of Trustees, a copy of which shall be delivered to
Indemnitee, which Independent Counsel shall be selected by the Indemnitee and
approved by the Board of Trustees in accordance with Section 2-418(e)(2)(ii) of
the MGCL, which approval will not be unreasonably withheld; or (ii) if a
Change in Control shall not have occurred, (A) by the Board of Trustees by
a majority vote of a quorum consisting of Disinterested Trustees or, if such a
quorum cannot be obtained, then by a majority vote of a duly authorized
committee of the Board of Trustees consisting solely of one or more
Disinterested Trustees, (B) if Independent Counsel has been selected by
the Board of Trustees in accordance with Section 2-418(e)(2)(ii) of
the MGCL and approved by the Indemnitee, which approval shall not be
unreasonably withheld, by Independent Counsel, in a written opinion to the 


 


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Board
of Trustees, a copy of which shall be delivered to Indemnitee or (C) if so
directed by a majority of the members of the Board of Trustees, by the
shareholders of the Company.  If it is so
determined that Indemnitee is entitled to indemnification, payment to
Indemnitee shall be made within ten days after such determination.  Indemnitee shall cooperate with the person,
persons or entity making such determination with respect to Indemnitee’s
entitlement to indemnification, including providing to such person, persons or
entity upon reasonable advance request any documentation or information which
is not privileged or otherwise protected from disclosure and which is
reasonably available to Indemnitee and reasonably necessary to such
determination in the discretion of the Board of Trustees or Independent Counsel
if retained pursuant to clause (ii)(B) of this Section 10(b).  Any Expenses incurred by Indemnitee in so
cooperating with the person, persons or entity making such determination shall
be borne by the Company (irrespective of the determination as to Indemnitee’s
entitlement to indemnification) and the Company shall indemnify and hold
Indemnitee harmless therefrom.


 


(c)           The Company
shall pay the reasonable fees and expenses of Independent Counsel, if one is
appointed.


 


Section 11.            Presumptions
and Effect of Certain Proceedings.


 


(a)           In making any
determination with respect to entitlement to indemnification hereunder, the
person or persons or entity making such determination shall presume that Indemnitee
is entitled to indemnification under this Agreement if Indemnitee has submitted
a request for indemnification in accordance with Section 10(a) of
this Agreement, and the Company shall have the burden of proof to overcome that
presumption in connection with the making of any determination contrary to that
presumption.


 


(b)           The termination
of any Proceeding or of any claim, issue or matter therein, by judgment, order,
settlement or conviction, upon a plea of nolo contendere
or its equivalent, or entry of an order of probation prior to judgment, does
not create a presumption that Indemnitee did not meet the requisite standard of
conduct described herein for indemnification.


 


(c)           The knowledge
and/or actions, or failure to act, of any other trustee, officer, employee or
agent of the Company or any other director, trustee, officer, partner, manager,
managing member, fiduciary, employee or agent of any other foreign or domestic
corporation, real estate investment trust, partnership, limited liability company,
joint venture, trust, employee benefit plan or other enterprise shall not be
imputed to Indemnitee for purposes of determining any other right to
indemnification under this Agreement.


 


Section 12.            Remedies of
Indemnitee.


 


(a)           If (i) a
determination is made pursuant to Section 10(b) of this Agreement
that Indemnitee is not entitled to indemnification under this Agreement, (ii) advance
of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no
determination of entitlement to indemnification shall have been made pursuant
to Section 10(b) of this Agreement within 60 days after receipt by
the Company of the request for 


 


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indemnification,
(iv) payment of indemnification is not made pursuant to Section 7 of
this Agreement within ten days after receipt by the Company of a written
request therefor, or (v) payment of indemnification pursuant to any other
section of this Agreement or the declaration of trust or Bylaws of the Company
is not made within ten days after a determination has been made that Indemnitee
is entitled to indemnification, Indemnitee shall be entitled to an adjudication
in an appropriate court located in the State of Maryland, or in any other court
of competent jurisdiction, of his entitlement to such indemnification or
advance of Expenses.  Alternatively,
Indemnitee, at his 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. 
Indemnitee shall commence any such proceeding seeking an adjudication or
an award in arbitration within 180 days following the date on which Indemnitee
first has the right to commence such proceeding pursuant to this Section 12(a);
provided, however, that the foregoing clause shall not apply to a proceeding
brought by Indemnitee to enforce his rights under Section 7 of this
Agreement.  Except as set forth herein,
the provisions of Maryland law (without regard to its conflicts of laws rules)
shall apply to any such arbitration.  The
Company shall not oppose Indemnitee’s right to seek any such adjudication or
award in arbitration.


 


(b)           In any judicial
proceeding or arbitration commenced pursuant to this Section 12,
Indemnitee shall be presumed to be entitled to indemnification or advance of
Expenses, as the case may be, under this Agreement and the Company shall have
the burden of proving that Indemnitee is not entitled to indemnification or
advance of Expenses, as the case may be. 
If Indemnitee commences a judicial proceeding or arbitration pursuant to
this Section 12, Indemnitee shall not be required to reimburse the Company
for any advances pursuant to Section 8 of this Agreement until a final
determination is made with respect to Indemnitee’s entitlement to
indemnification (as to which all rights of appeal have been exhausted or
lapsed).  The Company shall, to the
fullest extent not prohibited by law, be precluded from asserting in any
judicial proceeding or arbitration commenced pursuant to this Section 12
that the procedures and presumptions of this Agreement are not valid, binding
and enforceable and shall stipulate in any such court or before any such
arbitrator that the Company is bound by all of the provisions of this
Agreement.


 


(c)           If a determination
shall have been made pursuant to Section 10(b) of this Agreement that
Indemnitee is entitled to indemnification, the Company shall be bound by such
determination in any judicial proceeding or arbitration commenced pursuant to
this Section 12, absent a misstatement by Indemnitee of a material fact,
or an omission of a material fact necessary to make Indemnitee’s statement not
materially misleading, in connection with the request for indemnification.


 


(d)           In the event
that Indemnitee, pursuant to this Section 12, seeks a judicial
adjudication of or an award in arbitration to enforce his rights under, or to
recover damages for breach of, this Agreement, Indemnitee shall be entitled to
recover from the Company, and shall be indemnified by the Company for, any and
all Expenses actually and reasonably incurred by him in such judicial
adjudication or arbitration.  If it shall
be determined in such judicial adjudication or arbitration that Indemnitee is
entitled to receive part but not all of the indemnification or advance of
Expenses sought, the Expenses incurred by Indemnitee in connection with such
judicial adjudication or arbitration shall be appropriately prorated.


 


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(e)           Interest shall
be paid by the Company to Indemnitee at the maximum rate allowed to be charged
for judgments under the Courts and Judicial Proceedings Article of the
Annotated Code of Maryland for amounts which the Company pays or is obligated
to pay for the period commencing with the date on which the Company was
requested to advance expenses in accordance with Section 8 of this
Agreement or was required to make the determination of entitlement to
indemnification under Section 12(a) above and ending on the date such
payment is made to Indemnitee by the Company.


 


Section 13.            Defense of the
Underlying Proceeding.


 


(a)           Indemnitee
shall notify the Company promptly in writing upon being served with any
summons, citation, subpoena, complaint, indictment, request or other document
relating to any Proceeding which may result in the right to indemnification or
the advance of Expenses hereunder and shall include with such notice a
description of the nature of the Proceeding and a summary of the facts
underlying the Proceeding.  The failure
to give any such notice shall not disqualify Indemnitee from the right, or
otherwise affect in any manner any right of Indemnitee, to indemnification or
the advance of Expenses under this Agreement unless the Company’s ability to
defend in such Proceeding or to obtain proceeds under any insurance policy is
materially and adversely prejudiced thereby, and then only to the extent the
Company is thereby actually so prejudiced.


 


(b)           Subject to the
provisions of the last sentence of this Section 13(b) and of Section 13(c) below,
the Company shall have the right to defend Indemnitee in any Proceeding which
may give rise to indemnification hereunder; provided, however, that the Company
shall notify Indemnitee of any such decision to defend within 15 calendar days
following receipt of notice of any such Proceeding under Section 13(a) above.  The Company shall not, without the prior
written consent of Indemnitee, which shall not be unreasonably withheld or
delayed, consent to the entry of any judgment against Indemnitee or enter into
any settlement or compromise which (i) includes an admission of fault of
Indemnitee, (ii) does not include, as an unconditional term thereof, the
full release of Indemnitee from all liability in respect of such Proceeding,
which release shall be in form and substance reasonably satisfactory to
Indemnitee or (iii) would impose any Expense, judgment, fine, penalty or
limitation on Indemnitee.  This Section 13(b) shall
not apply to a Proceeding brought by Indemnitee under Section 12 of this
Agreement.


 


(c)           Notwithstanding
the provisions of Section 13(b) above, if in a Proceeding to which
Indemnitee is a party by reason of Indemnitee’s Company Status, (i) Indemnitee
reasonably concludes, based upon an opinion of counsel approved by the Company,
which approval shall not be unreasonably withheld, that he may have separate
defenses or counterclaims to assert with respect to any issue which may not be
consistent with other defendants in such Proceeding, (ii) Indemnitee
reasonably concludes, based upon an opinion of counsel approved by the Company,
which approval shall not be unreasonably withheld, that an actual or apparent
conflict of interest or potential conflict of interest exists between
Indemnitee and the Company, or (iii) if the Company fails to assume the
defense of such Proceeding in a timely manner, Indemnitee shall be entitled to
be represented by separate legal counsel of Indemnitee’s choice, subject to the
prior approval of the Company, which shall 


 


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not
be unreasonably withheld, at the expense of the Company.  In addition, if the Company fails to comply
with any of its obligations under this Agreement or in the event that the
Company or any other person takes any action to declare this Agreement void or
unenforceable, or institutes any Proceeding to deny or to recover from
Indemnitee the benefits intended to be provided to Indemnitee hereunder,
Indemnitee shall have the right to retain counsel of Indemnitee’s choice,
subject to the prior approval of the Company, which shall not be unreasonably
withheld, at the expense of the Company (subject to Section 12(d) of
this Agreement), to represent Indemnitee in connection with any such matter.


 


Section 14.            Non-Exclusivity;
Survival of Rights; Subrogation.


 


(a)           The rights of
indemnification and advance of Expenses as provided by this Agreement shall not
be deemed exclusive of any other rights to which Indemnitee may at any time be
entitled under applicable law, the declaration of trust or Bylaws of the Company,
any agreement or a resolution of the shareholders entitled to vote generally in
the election of trustees or of the Board of Trustees, or otherwise.  Unless consented to in writing by Indemnitee,
no amendment, alteration or repeal of this Agreement or of any provision hereof
shall limit or restrict any right of Indemnitee under this Agreement in respect
of any action taken or omitted by such Indemnitee in his Company Status prior
to such amendment, alteration or repeal, regardless of whether a claim with
respect to such action or inaction is raised prior or subsequent to such
amendment, alteration or repeal.  No
right or remedy herein conferred is intended to be exclusive of any other right
or remedy, and every other right or remedy shall be cumulative and in addition
to every other right or remedy given hereunder or now or hereafter existing at
law or in equity or otherwise.  The
assertion of any right or remedy hereunder, or otherwise, shall not prohibit
the concurrent assertion or employment of any other right or remedy.


 


(b)           In the event of
any payment under this Agreement, the Company shall be subrogated to the extent
of such payment to all of the rights of recovery of Indemnitee, who shall
execute all papers required and 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.


 


Section 15.            Insurance.  The Company will use its reasonable best
efforts to acquire directors’ and officers’ liability insurance, on terms and
conditions deemed appropriate by the Board of Trustees, with the advice of
counsel, covering Indemnitee or any claim made against Indemnitee by reason of
his Company Status and covering the Company for any indemnification or advance
of Expenses made by the Company to Indemnitee for any claims made against
Indemnitee by reason of his Company Status. 
Without in any way limiting any other obligation under this Agreement,
the Company shall indemnify Indemnitee for any payment by Indemnitee arising
out of the amount of any deductible or retention and the amount of any excess
of the aggregate of all judgments, penalties, fines, settlements and Expenses
incurred by Indemnitee in connection with a Proceeding over the coverage of any
insurance referred to in the previous sentence. 
The purchase, establishment and maintenance of any such insurance shall
not in any way limit or affect the rights or obligations of the Company or
Indemnitee under this Agreement except as expressly provided herein, and the
execution and 


 


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delivery
of this Agreement by the Company and the Indemnitee shall not in any way limit
or affect the rights or obligations of the Company under any such insurance
policies.  If, at the time the Company
receives notice from any source of a Proceeding to which Indemnitee is a party
or a participant (as a witness or otherwise) the Company has directors’ and
officers’ liability insurance in effect, the Company shall give prompt notice
of such Proceeding to the insurers in accordance with the procedures set forth
in the respective policies.


 


Section 16.            [Primacy of Indemnification;] Coordination
of Payments.


 


(a)           [The
Company hereby acknowledges that Indemnitee has certain rights to indemnification,
advancement of expenses and/or insurance provided by The Yucaipa Companies, LLC
and certain of its affiliates (including Yucaipa American Alliance Fund I, LP,
Yucaipa American Alliance (Parallel) Fund I, L.P., Yucaipa American Alliance
Fund II, L.P., Yucaipa American Alliance (Parallel) Fund II, L.P. and Yucaipa
Corporate Initiatives Fund I, LP) (collectively, the “Fund Indemnitors”).  The Company hereby agrees (i) that it is
the indemnitor of first resort for any claims made against Indemnitee by reason
of his Company Status (i.e., its
obligations to Indemnitee are primary and any obligation of the Fund
Indemnitors to advance Expenses or to provide indemnification for the same
Expenses or liabilities incurred by Indemnitee by reason of his Company Status
are secondary), (ii) that it shall be required to advance the full amount
of Expenses incurred by Indemnitee by reason of his Company Status and shall be
liable for the full amount of all Expenses, judgments, penalties, fines and
amounts paid in settlement to the extent legally permitted and as required by
the terms of this Agreement and the Company’s declaration of trust or Bylaws
(or any other agreement between the Company and Indemnitee), without regard to
any rights Indemnitee may have against the Fund Indemnitors, and, (iii) that
it irrevocably waives, relinquishes and releases the Fund Indemnitors from any
and all claims against the Fund Indemnitors for contribution or
subrogation in respect of any claims made against Indemnitee by reason of his
Company Status.  The Company further
agrees that no advancement or payment by the Fund Indemnitors on behalf of
Indemnitee with respect to any claim for which Indemnitee has sought
indemnification from the Company pursuant to this Agreement shall affect the
foregoing and the Fund Indemnitors shall have a right of contribution and/or be
subrogated to the extent of such advancement or payment to all of the rights of
recovery of Indemnitee against the Company as permitted by this Agreement.  The Company and Indemnitee agree that the
Fund Indemnitors are express third party beneficiaries of the terms of this Section 16(a).]


 


(b)           [Except as provided in paragraph (a) above,
t][T]he Company shall not be liable under this Agreement to make any payment
of amounts otherwise indemnifiable or payable or reimbursable as Expenses
hereunder if and to the extent that Indemnitee has otherwise actually received
such payment under any insurance policy, contract, agreement or otherwise. [Include language in bold for trustees nominated by Yucaipa]


 


Section 17.            Reports to
Shareholders.  To the
extent required by Maryland law, the Company shall report in writing to its
shareholders the payment of any amounts for indemnification of, or advance of
Expenses to, Indemnitee under this Agreement arising out of a


 


10














 


Proceeding
by or in the right of the Company with the notice of the meeting of
shareholders of the Company next following the date of the payment of any such
indemnification or advance of Expenses or prior to such meeting.


 


Section 18.             Duration of
Agreement; Binding Effect.


 


(a)           This Agreement
shall continue until and terminate on the later of (i) the date that
Indemnitee shall have ceased to serve as a trustee, officer, employee or agent
of the Company or as a director, trustee, officer, partner, manager, managing
member, fiduciary, employee or agent of any other foreign or domestic
corporation, real estate investment trust, partnership, limited liability
company, joint venture, trust, employee benefit plan or other enterprise that
such person is or was serving in such capacity at the request of the Company
and (ii) the date that Indemnitee is no longer subject to any actual or
possible Proceeding (including any rights of appeal thereto and any Proceeding
commenced by Indemnitee pursuant to Section 12 of this Agreement).


 


(b)           The
indemnification and advance of Expenses provided by, or granted pursuant to,
this Agreement shall be binding upon 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 Company), shall continue as
to an Indemnitee who has ceased to be a director, officer, employee or agent of
the Company or a director, trustee, officer, partner, manager, managing member,
fiduciary, employee or agent of any other foreign or domestic corporation,
partnership, limited liability company, joint venture, trust, employee benefit
plan or other enterprise that such person is or was serving in such capacity at
the request of the Company, and shall inure to the benefit of Indemnitee and
his spouse, assigns, heirs, devisees, executors and administrators and other
legal representatives.


 


(c)           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 in the same manner and to the same extent that the
Company would be required to perform if no such succession had taken place.


 


(d)           The Company and
Indemnitee agree herein that a monetary remedy for breach of this Agreement, at
some later date, 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 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. 
Indemnitee shall further 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 undertakings in connection therewith. 
The Company acknowledges that, in the absence of a waiver, a bond or
undertaking may be required 


 


11

















 


of
Indemnitee by a court, and the Company hereby waives any such requirement of
such a bond or undertaking.


 


Section 19.             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, paragraph or sentence 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,
paragraph or sentence 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 20.             Identical
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. 
One such counterpart signed by the party against whom enforceability is
sought shall be sufficient to evidence the existence of this Agreement.


 


Section 21.             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.


 


Section 22.             Modification
and Waiver.  No
supplement, modification or amendment of this Agreement shall be binding unless
executed in writing by both of the parties hereto.  No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other provisions
hereof (whether or not similar) nor shall such waiver constitute a continuing
waiver.


 


Section 23.             Notices.  All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if (i) delivered by hand and receipted for by the party to whom
said notice or other communication shall have been directed or (ii) mailed
by certified or registered mail with postage prepaid, on the third business day
after the date on which it is so mailed:


 


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


 


(b)           If to the
Company, to:


 


Americold Realty Trust


 


 


12

















 


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


 


Section 24.             Governing Law.  The parties agree that this Agreement shall
be governed by, and construed and enforced in accordance with, the laws of the
State of Maryland, without regard to its conflicts of laws rules.


 


Section 25.             Miscellaneous. Use of the
masculine pronoun shall be deemed to include usage of the feminine pronoun
where appropriate.


 


[SIGNATURE
PAGE FOLLOWS]


 


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


 


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  AMERICOLD REALTY TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INDEMNITEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Address:

  



 

















 


EXHIBIT
A


 


FORM OF
UNDERTAKING TO REPAY EXPENSES ADVANCED


 


The Board of Trustees of
Americold Realty Trust


 


Re:      Undertaking
to Repay Expenses Advanced


 


Ladies and Gentlemen:


 


This undertaking is being
provided pursuant to that certain Indemnification Agreement dated the
           day of
                            ,
20        , by and between Americold
Realty Trust, a Maryland real estate investment trust (the “Company”), and the
undersigned Indemnitee (the “Indemnification Agreement”), pursuant to which I
am entitled to advance of Expenses in connection with [Description
of Proceeding] (the “Proceeding”).


 


Terms used herein and not
otherwise defined shall have the meanings specified in the Indemnification
Agreement.


 


I am subject to the Proceeding
by reason of my Company Status or by reason of alleged actions or omissions by
me in such capacity.  I hereby affirm my
good belief that at all times, insofar as I was involved as [a trustee] [and] [an officer] of the Company, in any of the
facts or events giving rise to the Proceeding, I (1) did not act with bad
faith or active or deliberate dishonesty, (2) did not receive any improper
personal benefit in money, property or services and (3) in the case of any
criminal proceeding, had no reasonable cause to believe that any act or
omission by me was unlawful.


 


In consideration of the
advance of Expenses by the Company for reasonable attorneys’ fees and related
Expenses incurred by me in connection with the Proceeding (the “Advanced
Expenses”), I hereby agree that if, in connection with the Proceeding, it is
established that (1) an act or omission by me was material to the matter
giving rise to the Proceeding and (a) was committed in bad faith or (b) was
the result of active and deliberate dishonesty or (2) I actually received
an improper personal benefit in money, property or services or (3) in the
case of any criminal proceeding, I had reasonable cause to believe that the act
or omission was unlawful, then I shall promptly reimburse the portion of the
Advanced Expenses relating to the claims, issues or matters in the Proceeding
as to which the foregoing findings have been established.


 


IN WITNESS WHEREOF, I have
executed this Affirmation and Undertaking on this
           day of
                            ,
20    .