Exhibit
10.1


 


INDEMNIFICATION
AGREEMENT


 


This
Indemnification Agreement (“Agreement”) is effective as of _________________, 20_____, by and between
Reliability Incorporated, a Texas corporation (the “Corporation”), and _________________ (“Indemnitee”).


 


WHEREAS,
the Corporation desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Corporation
and its related entities;


 


WHEREAS,
in order to induce Indemnitee to continue to provide services to the Corporation, the Corporation wishes to provide for the indemnification
of, and the advancement of expenses to, Indemnitee to the maximum extent permitted by law;


 


WHEREAS,
the Corporation and Indemnitee recognize the continued difficulty in obtaining liability insurance for the Corporation’s
directors, officers, employees, agents and fiduciaries, the significant increases in the cost of such insurance and the general
reductions in the coverage of such insurance;


 


WHEREAS,
the Corporation and Indemnitee further recognize the substantial increase in corporate litigation in general, subjecting directors,
officers, employees, agents and fiduciaries to expensive litigation risks at the same time as the availability and coverage of
liability insurance has been severely limited; and


 


WHEREAS,
in view of the considerations set forth above, the Corporation desires that Indemnitee shall be indemnified and advanced expenses
by the Corporation as set forth herein;


 


WHEREAS,
the Corporation intends to convert from a Texas corporation into a Delaware corporation;


 


NOW,
THEREFORE, the Corporation and Indemnitee hereby agree as set forth below.


 


1.
Certain Definitions.


 


(a)
“Change in Control” shall mean, and shall be deemed to have occurred if, on or after the date of this
Agreement, (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 Corporation acting
in such capacity or a corporation owned directly or indirectly by the stockholders of the Corporation in substantially the same
proportions as their ownership of stock of the Corporation, becomes the “beneficial owner” (as defined in Rule 13d-3
under said Act), directly or indirectly, of securities of the Corporation representing more than 50% of the total voting power
represented by the Corporation’s then outstanding Voting Securities (as defined below), (ii) during any period of two consecutive
years, individuals who at the beginning of such period constitute the Board of Directors of the Corporation and any new director
whose election by the Board of Directors or nomination for election by the Corporation’s stockholders was approved by a
vote of at least two thirds (2/3) of the directors then still in office who either were directors at the beginning of the period
or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof,
or (iii) the stockholders of the Corporation approve a merger or consolidation of the Corporation with any other corporation other
than a merger or consolidation which would result in the Voting Securities of the Corporation outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity)
at least 80% of the total voting power represented by the Voting Securities of the Corporation or such surviving entity outstanding
immediately after such merger or consolidation, or the stockholders of the Corporation approve a plan of complete liquidation
of the Corporation or an agreement for the sale or disposition by the Corporation of (in one transaction or a series of related
transactions) all or substantially all of the Corporation’s assets.


 




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(b)
“Claim” shall mean with respect to a Covered Event (as defined below): any threatened, pending or completed
action, suit, proceeding or alternative dispute resolution mechanism, or any hearing, inquiry or investigation that Indemnitee
in good faith believes might lead to the institution of any such action, suit, proceeding or alternative dispute resolution mechanism,
whether civil, criminal, administrative, investigative or other.


 


(c)
References to the “Corporation” shall include, in addition to Reliability Incorporated, any constituent
corporation (including any constituent of a constituent) absorbed in a consolidation or merger to which Reliability Incorporated
(or any of its wholly owned subsidiaries) is a party which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, employees, agents or fiduciaries, so that if Indemnitee is or was a director,
officer, employee, agent or fiduciary of such constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, employee
benefit plan, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with
respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its
separate existence had continued.


 


(d)
“Covered Event” shall mean any event or occurrence related to the fact that Indemnitee is or was a director,
officer, employee, agent or fiduciary of the Corporation, or any subsidiary of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust
or other enterprise, or by reason of any action or inaction on the part of Indemnitee while serving in such capacity.


 


(e)
“Expenses” shall mean any and all expenses (including attorneys’ fees and all other costs, expenses
and obligations incurred in connection with investigating, defending, being a witness in or participating in (including on appeal),
or preparing to defend, to be a witness in or to participate in, any action, suit, proceeding, alternative dispute resolution
mechanism, hearing, inquiry or investigation), judgments, fines, penalties and amounts paid in settlement (if such settlement
is approved in advance by the Corporation, which approval shall not be unreasonably withheld), actually and reasonably incurred,
of any Claim and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt
of any payments under this Agreement.


 


(f)
“Expense Advance” shall mean a payment to Indemnitee pursuant to Section 3 of Expenses in advance of
the settlement of or final judgement in any action, suit, proceeding or alternative dispute resolution mechanism, hearing, inquiry
or investigation which constitutes a Claim.


 


(g)
“Independent Legal Counsel” shall mean an attorney or firm of attorneys, selected in accordance with
the provisions of Section 2(d) hereof, who shall not have otherwise performed services for the Corporation or Indemnitee within
the last three years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other
indemnitees under similar indemnity agreements).


 


(h)
References to “other enterprises” shall include employee benefit plans; references to “fines”
shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and references to “serving
at the request of the Corporation” shall include any service as a director, officer, employee, agent or fiduciary
of the Corporation which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with
respect to an employee benefit plan, its participants or its beneficiaries; and if Indemnitee acted in good faith and in a manner
Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee
shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as
referred to in this Agreement.


 


(i)
“Reviewing Party” shall mean, subject to the provisions of Section 2(d), any person or body appointed
by the Board of Directors in accordance with applicable law to review the Corporation’s obligations hereunder and under
applicable law, which may include a member or members of the Corporation’s Board of Directors, Independent Legal Counsel
or any other person or body not a party, participant, or witness to the particular Claim for which Indemnitee is seeking indemnification
or any other person or body with no interest adverse to Indemnitee and the Company.


 


(j)
“Section” refers to a section of this Agreement unless otherwise indicated.


 


(k)
“Voting Securities” shall mean any securities of the Corporation that vote generally in the election
of directors.


 






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2.
Indemnification.


 


(a)
Indemnification of Expenses. Subject to the provisions of Section 2(b) below, the Corporation shall indemnify Indemnitee
for Expenses to the fullest extent permitted by law if Indemnitee was or is or becomes a party to or witness or other participant
in, or is threatened to be made a party to or witness or other participant in, any Claim (whether by reason of or arising in part
out of a Covered Event), including all interest, assessments and other charges paid or payable in connection with or in respect
of such Expenses.


 


(b)
Review of Indemnification Obligations. Notwithstanding the foregoing, in the event any Reviewing Party shall have determined
(in a written opinion, in any case in which Independent Legal Counsel is the Reviewing Party) that Indemnitee is not entitled
to be indemnified hereunder under applicable law, (i) the Corporation shall have no further obligation under Section 2(a) to make
any payments to Indemnitee not made prior to such determination by such Reviewing Party, and (ii) the Corporation shall be entitled
to be reimbursed by Indemnitee (who hereby agrees to reimburse the Corporation) for all Expenses theretofore paid in indemnifying
Indemnitee; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of
competent jurisdiction to secure a determination that Indemnitee is entitled to be indemnified hereunder under applicable law,
any determination made by any Reviewing Party that Indemnitee is not entitled to be indemnified hereunder under applicable law
shall not be binding and Indemnitee shall not be required to reimburse the Corporation for any Expenses theretofore paid in indemnifying
Indemnitee until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have
been exhausted or lapsed). Indemnitee’s obligation to reimburse the Corporation for any Expenses shall be unsecured and
no interest shall be charged thereon. If Indemnitee has commenced or thereafter commences legal proceedings in a court of competent
jurisdiction to secure a determination that Indemnitee is entitled to be indemnified hereunder under applicable law, upon a determination
that the Indemnitee is entitled to indemnification the Expenses incurred by the Indemnitee in the pursuit of such indemnification
determination shall be paid by the Corporation.


 


(c)
Indemnitee Rights on Unfavorable Determination; Binding Effect. If any Reviewing Party determines that Indemnitee substantively
is not entitled to be indemnified hereunder in whole or in part under applicable law, Indemnitee shall have the right to commence
litigation seeking an initial determination by the court or challenging any such determination by such Reviewing Party or any
aspect thereof, including the legal or factual bases therefor, and, subject to the provisions of Section 15, the Corporation hereby
consents to service of process and to appear in any such proceeding. Absent such litigation, any determination by any Reviewing
Party shall be conclusive and binding on the Corporation and Indemnitee.


 


(d)
Selection of Reviewing Party; Change in Control. If there has not been a Change in Control, any Reviewing Party shall be
selected by the Board of Directors, and if there has been such a Change in Control (other than a Change in Control which has been
approved by a majority of the Corporation’s Board of Directors who were directors immediately prior to such Change in Control),
any Reviewing Party with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnification of Expenses
under this Agreement or any other agreement or under the Corporation’s certificate of incorporation or bylaws as now or
hereafter in effect, or under any other applicable law, if desired by Indemnitee, shall be Independent Legal Counsel selected
by Indemnitee and approved by the Corporation (which approval shall not be unreasonably withheld, conditioned or delayed). Such
counsel, among other things, shall render its written opinion to the Corporation and Indemnitee as to whether and to what extent
Indemnitee would be entitled to be indemnified hereunder under applicable law and the Corporation agrees to abide by such opinion.
The Corporation agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such
counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating
to this Agreement or its engagement pursuant hereto. Notwithstanding any other provision of this Agreement, the Corporation shall
not be required to pay Expenses of more than one Independent Legal Counsel in connection with all matters concerning a single
Indemnitee unless knowledge of additional jurisdictions and thus local counsel within such jurisdictions is also required, and
such Independent Legal Counsel shall be the Independent Legal Counsel for any or all other Indemnitees unless (i) the Corporation
otherwise determines or (ii) any Indemnitee shall provide a written statement setting forth in detail a reasonable objection to
such Independent Legal Counsel representing other Indemnitees.


 


(e)
Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereof, unless
Indemnitee has not been successful on the merits or otherwise of any Claim, Indemnitee shall be indemnified against all Expenses
incurred by Indemnitee in connection therewith.


 






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3.
Expense Advances.


 


(a)
Obligation to Make Expense Advances. The Corporation shall make Expense Advances to Indemnitee upon receipt of a written
undertaking by or on behalf of the Indemnitee to repay such amounts if it shall ultimately be determined that the Indemnitee is
not entitled to be indemnified therefor by the Corporation.


 


(b)
Form of Undertaking. Any written undertaking by the Indemnitee to repay any Expense Advances hereunder shall be unsecured
and no interest shall be charged thereon.


 


(c)
Determination of Reasonable Expense Advances. The parties agree that for the purposes of any Expense Advance for which
Indemnitee has made written demand to the Corporation in accordance with this Agreement, all Expenses included in such Expense
Advance that are certified by affidavit of Indemnitee’s counsel as being reasonable shall be presumed conclusively to be
reasonable.


 


4.
Procedures for Indemnification and Expense Advances.


 


(a)
Timing of Payments. All payments of Expenses (including without limitation Expense Advances) by the Corporation to the
Indemnitee pursuant to this Agreement shall be made to the fullest extent permitted by law as soon as practicable after written
demand by Indemnitee therefor is presented to the Corporation, but in no event later than forty-five (45) business days after
such written demand by Indemnitee is presented to the Corporation, except in the case of Expense Advances, which shall be made
no later than twenty (20) business days after such written demand by Indemnitee is presented to the Corporation.


 


(b)
Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee’s right to be indemnified
or Indemnitee’s right to receive Expense Advances under this Agreement, give the Corporation notice in writing as soon as
practicable of any Claim made against Indemnitee for which indemnification will or could be sought under this Agreement. Notice
to the Corporation shall be directed to the Chief Executive Officer of the Corporation at the address shown on the signature page
of this Agreement (or such other address as the Corporation shall designate in writing to Indemnitee). In addition, Indemnitee
shall give the Corporation such information and cooperation as it may reasonably require and as shall be within Indemnitee’s
power.


 


(c)
No Presumptions; Burden of Proof. For purposes of this Agreement, the termination of any Claim by judgment, order, settlement
(whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not
create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court
has determined that indemnification is not permitted by this Agreement or applicable law. In addition, neither the failure of
any Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any
particular belief, nor an actual determination by any Reviewing Party that Indemnitee has not met such standard of conduct or
did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that
Indemnitee should be indemnified under this Agreement or applicable law, shall be a defense to Indemnitee’s claim or create
a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief. In connection
with any determination by any Reviewing Party or otherwise as to whether the Indemnitee is entitled to be indemnified hereunder,
the burden of proof shall be on the Corporation to establish that Indemnitee is not so entitled.


  


(d)
Notice to Insurers. If, at the time of the receipt by the Corporation of a notice of a Claim pursuant to Section (b) hereof,
the Corporation has liability insurance in effect which may cover such Claim, the Corporation shall give prompt notice of the
commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Corporation
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 Claim in accordance with the terms of such policies.


 






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(e)
Selection of Counsel. In the event the Corporation shall be obligated hereunder to provide indemnification for or make
any Expense Advances with respect to the Expenses of any Claim, the Corporation, if appropriate, shall be entitled to assume the
defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld, conditioned or delayed)
upon the delivery to Indemnitee of written notice of the Corporation’s election to do so. After delivery of such notice,
approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable
to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee
with respect to the same Claim; provided, however, that (i) Indemnitee shall have the right to employ Indemnitee’s
separate counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee
has been previously authorized by the Corporation, (B) Indemnitee shall have reasonably concluded that there may be a conflict
of interest between the Corporation and Indemnitee in the conduct of any such defense, or (C) the Corporation shall not continue
to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses
for which Indemnitee may receive indemnification or Expense Advances hereunder.


 


5.
Additional Indemnification Rights; Nonexclusivity.


 


(a)
Scope. The Corporation hereby agrees to indemnify the Indemnitee to the fullest extent permitted by law, notwithstanding
that such indemnification is not specifically authorized by the other provisions of this Agreement, the Corporation’s certificate
of incorporation, the Corporation’s bylaws or by statute. In the event of any change after the date of this Agreement in
any applicable law, statute or rule which expands the right of a Texas 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 greater benefits afforded by such change. In the event of any change in any applicable law, statute or rule which narrows
the right of a Texas corporation to indemnify a member of its board of directors or an officer, employee, agent or fiduciary,
such change, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no
effect on this Agreement or the parties’ rights and obligations hereunder except as set forth in Section 10(a) hereof.


 


(b)
Nonexclusivity. The indemnification and the payment of Expense Advances provided by this Agreement shall be in addition
to any rights to which Indemnitee may be entitled under the Corporation’s certificate of incorporation, its bylaws, any
other agreement, any vote of stockholders or disinterested directors, the Texas Business Organizations Code, or otherwise. The
indemnification and the payment of Expense Advances provided under this Agreement shall continue as to Indemnitee for any action
taken or not taken while serving in an indemnified capacity even though subsequent thereto Indemnitee may have ceased to serve
in such capacity.


 


6.
No Duplication of Payments. The Corporation shall not be liable under this Agreement to make any payment in connection
with any Claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy,
provision of the Corporation’s certificate of incorporation, bylaws or otherwise) of the amounts otherwise payable hereunder.


 


7.
Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation
for some or a portion of Expenses incurred in connection with any Claim, but not, however, for all of the total amount thereof,
the Corporation shall nevertheless indemnify Indemnitee for the portion of such Expenses to which Indemnitee is entitled.


 


8.
Mutual Acknowledgment. Both the Corporation and Indemnitee acknowledge that in certain instances, federal law or applicable
public policy may prohibit the Corporation from indemnifying its directors, officers, employees, agents or fiduciaries under this
Agreement or otherwise. Indemnitee understands and acknowledges that the Corporation has undertaken or may be required in the
future to undertake with the Securities and Exchange Commission, agreement to submit the question of indemnification to a court
in certain circumstances for a determination of the Corporation’s right under public policy to indemnify Indemnitee.


 


9.
Liability Insurance. To the extent the Corporation maintains liability insurance applicable to directors, officers, employees,
agents or fiduciaries, Indemnitee shall be covered by such policies in such a manner as to provide Indemnitee the same rights
and benefits as are provided to the most favorably insured of the Corporation’s directors, if Indemnitee is a director;
or of the Corporation’s officers, if Indemnitee is not a director of the Corporation but is an officer; or of the Corporation’s
key employees, agents or fiduciaries, if Indemnitee is not an officer or director but is a key employee, agent or fiduciary.


 






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10.
Exceptions. Notwithstanding any other provision of this Agreement, the Corporation shall not be obligated pursuant to the
terms of this Agreement:


 


(a)
Excluded Action or Omissions. To indemnify Indemnitee for Expenses resulting from acts, omissions or transactions for which
Indemnitee is prohibited from receiving indemnification under this Agreement or applicable law; provided, however, that
notwithstanding any limitation set forth in this Section 10(a) regarding the Corporation’s obligation to provide indemnification,
Indemnitee shall be entitled under Section 3 to receive Expense Advances hereunder with respect to any such Claim unless and until
a court having jurisdiction over the Claim shall have made a final judicial determination (as to which all rights of appeal therefrom
have been exhausted or lapsed) that Indemnitee has engaged in acts, omissions or transactions for which Indemnitee is prohibited
from receiving indemnification under this Agreement or applicable law.


 


(b)
Claims Initiated by Indemnitee. To indemnify or make Expense Advances to Indemnitee with respect to Claims initiated or
brought voluntarily by Indemnitee and not by way of defense, counterclaim or cross claim, except (i) with respect to actions or
proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance
policy or under the Corporation’s certificate of incorporation or bylaws now or hereafter in effect relating to Claims for
Covered Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii)
as otherwise required under the Texas Business Organizations Code (relating to indemnification of officers, directors, employees
and agents; and insurance), regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification or
insurance recovery, as the case may be.


 


(c)
Lack of Good Faith. To indemnify Indemnitee for any Expenses incurred by the Indemnitee with respect to any action instituted
(i) by Indemnitee to enforce or interpret this Agreement, if a court having jurisdiction over such action determines as provided
in Section 13 that each of the material assertions made by the Indemnitee as a basis for such action was not made in good faith
or was frivolous, or (ii) by or in the name of the Corporation to enforce or interpret this Agreement, if a court having jurisdiction
over such action determines as provided in Section 13 that each of the material defenses asserted by Indemnitee in such action
was made in bad faith or was frivolous.


 


(d)
Claims Under Section 16(b). To indemnify Indemnitee for expenses and the payment of profits arising from the purchase and
sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any
similar successor statute; provided, however, that notwithstanding any limitation set forth in this Section 10(d) regarding
the Corporation’s obligation to provide indemnification, Indemnitee shall be entitled under Section 3 to receive Expense
Advances hereunder with respect to any such Claim unless and until a court having jurisdiction over the Claim shall have made
a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee has
violated said statute.


 


11.
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original.


 


12.
Binding Effect; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable
by the parties hereto and their respective successors, 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 Corporation), spouses, heirs and personal
and legal representatives. The Corporation shall require and cause any successor (whether direct or indirect, and whether by purchase,
merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business or assets of the Corporation,
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 Corporation would be required to perform if no such succession had taken place.
This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as a director, officer, employee,
agent or fiduciary (as applicable) of the Corporation or of any other enterprise at the Corporation’s request.


 


13.
Expenses Incurred in Action Relating to Enforcement or Interpretation. In the event that any action is instituted by Indemnitee
under this Agreement or under any liability insurance policies maintained by the Corporation to enforce or interpret any of the
terms hereof or thereof, Indemnitee shall be entitled to be indemnified for all Expenses incurred by Indemnitee with respect to
such action (including without limitation attorneys’ fees), regardless of whether Indemnitee is ultimately successful in
such action, unless as a part of such action a court having jurisdiction over such action makes a final judicial determination
(as to which all rights of appeal therefrom have been exhausted or lapsed) that each of the material assertions made by Indemnitee
as a basis for such action was not made in good faith or was frivolous; provided, however, that until such final judicial
determination is made, Indemnitee shall be entitled under Section 3 to receive payment of Expense Advances hereunder with
respect to such action. In the event of an action instituted by or in the name of the Corporation under this Agreement to enforce
or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be indemnified for all Expenses incurred by Indemnitee
in defense of such action (including without limitation costs and expenses incurred with respect to Indemnitee’s counterclaims
and cross-claims made in such action), unless as a part of such action a court having jurisdiction over such action makes a final
judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that each of the material defenses
asserted by Indemnitee in such action was made in bad faith or was frivolous; provided, however, that until such final
judicial determination is made, Indemnitee shall be entitled under Section 3 to receive payment of Expense Advances hereunder
with respect to such action.


 




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14.
Notice. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed
duly given (i) if delivered by hand and signed for by the party addressed, on the date of such delivery, or (ii) if mailed by
domestic certified or registered mail with postage prepaid, on the third business day after the date postmarked. Addresses for
notice to either party are as shown on the signature page of this Agreement or as subsequently modified by written notice.


 


15.
Consent to Jurisdiction. The Corporation and Indemnitee each hereby consent to the jurisdiction of the courts of the State
of Texas, for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree
that any action instituted under this Agreement shall be commenced, prosecuted and continued in state or federal courts located
in Houston, Texas.


 


16.
Severability. The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including
any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void
or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore,
to the fullest extent possible, the provisions of this Agreement (including without limitation each portion of this Agreement
containing any provision held to be invalid, void or otherwise unenforceable, that is not itself invalid, void or unenforceable)
shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.


 


17.
Choice of Law. This Agreement, and all rights, remedies, liabilities, powers and duties of the parties to this Agreement,
shall be governed by and construed in accordance with the laws of the State of Texas without regard to principles of conflicts
of laws.


 


18.
Subrogation. In the event of payment under this Agreement, the Corporation shall be subrogated to the extent of such payment
to all of the rights of recovery of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary
to secure such rights and to enable the Corporation effectively to bring suit to enforce such rights.


 


19.
Amendment and Termination. No amendment, modification, termination or cancellation of this Agreement shall be effective
unless it is in writing signed by both the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed
to be or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a
continuing waiver.


 


20.
Integration and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes
and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter
hereof between the parties hereto.


 


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.


 


22.
No Construction as Employment Agreement. Nothing contained in this Agreement shall be construed as giving Indemnitee any
right to be retained in the employ of the Corporation or any of its subsidiaries or affiliated entities.


 


23.
Conversion to Delaware corporation. If and upon conversion of the Corporation into a Delaware corporation, this Agreement
shall, notwithstanding Paragraph 17, be solely governed by the laws of the State of Delaware as applied to agreements performed
wholly within the State of Delaware, and any reference to the Texas Business Organizations Code shall be deemed a reference to
the analogous provision of the General Corporation Law of the State of Delaware. Further, upon conversion of the Corporation into
a Delaware corporation, notwithstanding Paragraph 15, the Corporation and Indemnitee shall irrevocably consent to the sole jurisdiction
of the courts State of Delaware, County of New Castle, for all purposes in connection with any action or proceeding which arises
out of or relates to this Agreement and agree that any action instituted under this Agreement shall be commenced, prosecuted and
continued only in the Court of Chancery of the State of Delaware in and for New Castle County, which shall be the exclusive and
only proper forum for adjudicating such a claim.


 


[Signatures
appear on next page]


 




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


 


	RELIABILITY INCORPORATED	 
	 	 	 
	By:	 	 
	 	[__],
    President 	 


 


	Address:
    	Reliability
    Incorporated	 


 


	 	AGREED
    TO AND ACCEPTED BY:
	 	 
	 	INDEMNITEE
	 	 
	 	 
	 	Print
    Name: 
	 	 
	 	Address: