Exhibit 10.2


 


INDEMNIFICATION
AGREEMENT


 


This Indemnification Agreement
(this “Agreement”), dated the [ ] day of [_________], 2018, is by and between Harvest Oil and Gas Corp.,
a Delaware corporation (the “Corporation”), and [_______________], an individual (“Indemnitee”).


 


RECITALS


 


A.           Competent
and experienced persons are reluctant to serve or to continue to serve as directors, managers and/or officers of legal entities
or in other capacities unless they are provided with adequate protection through insurance or indemnification (or both) against
claims and actions against them arising out of their service to and activities on behalf of the entity.


 


B.           The
current uncertainties relating to the availability of adequate insurance have increased the difficulty for companies of attracting
and retaining competent and experienced persons to serve in such capacity.


 


C.           The
Board of Directors of the Corporation (the “Board of Directors”) has determined that enhancing the ability
of the Corporation to retain and attract as directors and/or officers the most capable persons is in the best interests of the
Corporation, and that the Corporation therefore should seek to assure such persons that indemnification and insurance coverage
is available, at its own expense, on an ongoing basis.


 


D.           As
a supplement to and in the furtherance of the Corporation’s Amended and Restated Certificate of Incorporation (as may be
amended or restated from time to time, the “Certificate of Incorporation”), the Corporation’s Amended
and Restated Bylaws (as may be amended or restated from time to time, the “Bylaws”), and the organizational
documents of any direct or indirect subsidiary of the Corporation (such organizational documents, together with the Certificate
of Incorporation and the Bylaws, the “Constituent Documents”), it is reasonable, prudent, desirable and
necessary for the Corporation contractually to obligate itself to indemnify, and to pay in advance expenses and losses on behalf
of, directors and officers to the fullest extent permitted by law so that they will serve or continue to serve the Corporation
free from undue concern that they will not be so indemnified and that their expenses will not be so paid in advance.


 


E.           This
Agreement is not a substitute for, nor does it diminish or abrogate any rights of Indemnitee under, the Constituent Documents or
any resolutions adopted pursuant thereto (including any contractual rights of Indemnitee that may exist under any other agreement,
as a matter of law or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee, and as to actions in any
other capacity). In the event of conflict of any provision(s) of any Constituent Document and this Agreement, the provision(s)
of the Constituent Document and this Agreement shall be interpreted together in the manner that is most favorable to the Indemnitee.


 


F.           Indemnitee
is or will be a director and/or officer of the Corporation or one of its direct or indirect subsidiaries and his or her willingness
to serve or continue to serve in such capacity is predicated, in substantial part, upon the Corporation’s willingness to
indemnify him or her to the fullest extent permitted by the laws of the State of Delaware and upon the other undertakings set forth
in this Agreement.


 


G.           Indemnitee
may have certain rights to indemnification and/or insurance provided by the Other Indemnitors (as defined below), which Indemnitee
and the Other Indemnitors intend to be secondary to the primary obligation of the Corporation to indemnify Indemnitee as provided
herein, with the Corporation’s acknowledgement and agreement to the foregoing being a material condition to Indemnitee’s
willingness to serve on the Board of Directors.


 




     


     


    

  


AGREEMENT


 


NOW, THEREFORE,
in consideration of the premises and covenants contained herein and the Indemnitee’s agreement to provide services to the
Corporation, the Corporation and Indemnitee hereby agree as follows:


 


Article
1


Certain
Definitions


 


Capitalized terms used
but not otherwise defined in this Agreement have the meanings set forth below:


 


“Chancery Court”
means the Delaware Court of Chancery.


 


“Controlled
Affiliate” means any corporation, limited liability company, partnership, joint venture, trust or other Enterprise,
whether or not for profit, that is, directly or indirectly, controlled by the Corporation. For purposes of this definition, the
term “control” means the possession, directly or indirectly, of the power to direct, or cause the direction of, the
management or policies of an Enterprise, whether through the ownership of voting securities, through other voting rights, by contract
or otherwise.


 


“Corporate
Status” means the status of a person who is or was (including prior to the date hereof) a director, officer, employee,
partner, member, manager, trustee, fiduciary or agent of the Corporation, any of the Corporation’s direct or indirect subsidiaries,
or of any other Enterprise on behalf of which such person is or was serving at the request of the Corporation or any of the Corporation’s
direct or indirect subsidiaries, including, for the avoidance of doubt, serving at the request of an Enterprise in connection with
the closing of the Restructuring Transactions (as defined in that certain Debtors’ Joint Chapter 11 Plan of Reorganization
with the United States Bankruptcy Court for the District of Delaware in In re: EV Energy Partners, L.P., et al., Docket
No. 6 of Case No. 18-10814 (CSS), which was confirmed by order of the Court entered May 17, 2018 (as amended, the “Plan”)),
including the incorporation and initial activities of the Corporation. In addition to any service at the actual request of the
Corporation, Indemnitee will be deemed, for purposes of this Agreement, to be serving or to have served at the request of the Corporation
as a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of another Enterprise if Indemnitee is
or was serving as a director, officer, employee, partner, member, manager, fiduciary, trustee or agent of such Enterprise and (i)
such Enterprise is or at the time of such service was a Controlled Affiliate, (ii) such Enterprise is or at the time of such service
was an employee benefit plan (or related trust) sponsored or maintained by the Corporation or a Controlled Affiliate or (iii) the
Corporation or a Controlled Affiliate, directly or indirectly, caused Indemnitee to be nominated, elected, appointed, designated,
employed, engaged or selected to serve in such capacity.


 


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


 


“Enterprise”
means the Corporation and any other corporation, partnership, limited liability company, joint venture, employee benefit plan,
trust or other entity or other enterprise.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, or any successor statute thereto, and the rules and regulations of the United
States Securities and Exchange Commission promulgated thereunder.


 




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“Expenses”
means any and all reasonable costs including, but not limited to, fees and charges, expenses and disbursements, including any and
all attorney’s fees, disbursements and retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage, fax transmission charges, secretarial services, delivery
service fees and all other fees, expenses or disbursements, actually paid or 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
or in connection with seeking indemnification or other rights under this Agreement. Expenses will also include (a) Expenses
actually paid or incurred in connection with any appeal resulting from any Proceeding, including the premium, security for and
other costs relating to any appeal bond or its equivalent and (b) for purposes of Article 4 only, Expenses actually
incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement
by Proceeding or otherwise. Expenses, however, will not include amounts paid in settlement by Indemnitee or the amount of judgments
or fines against Indemnitee.


 


“Independent
Counsel” means an attorney or firm of attorneys that is experienced in matters of corporation law and neither currently
is, nor in the past five (5) years has been, retained to represent: (a) the Corporation, any subsidiary of the Corporation, or
Indemnitee in any matter material to any such party (other than with respect to matters concerning the Indemnitee under this Agreement
and/or the indemnification provisions of the Constituent Documents, or of other indemnitees under similar indemnification agreements)
or (b) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the
term “Independent Counsel” does not include any person who, under the applicable standards of professional conduct
then prevailing, would have a conflict of interest in representing the Corporation, any subsidiary of the Corporation, or Indemnitee
in an action to determine Indemnitee’s rights under this Agreement.


 


“Investment
Manager” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries,
has the power to direct or control the investment decisions of such Person.


 


“Losses”
means any and all (a) losses, claims, liabilities, contingencies, judgments, orders, damages, amounts paid or payable in settlement,
fines (including excise taxes and penalties assessed with respect to employee benefit plans), penalties (in each case, whether
civil, criminal or otherwise), and Expenses, (b) interest, assessments, federal, state, local, or foreign taxes imposed as a result
of the actual or deemed receipt thereof or hereunder and (c) other charges paid or payable in connection with or in respect of
any of the foregoing.


 


“Other Indemnitors”
means (a) any employer of Indemnitee; (b) any Enterprise in which an Indemnitee is a partner, member or equity holder; (c) any
Enterprise for whom Indemnitee is serving as a director of the Corporation at the request of such Enterprise; (d) any other source
of indemnification to or any Person required to provide indemnification for the benefit of the Indemnitee; (e) any affiliate of
any Person described in the foregoing clauses (a), (b), (c) or (d); and (f) any insurer of any Person described in the foregoing
clauses (a), (b), (c), (d) or (e), in each such case, to the extent Indemnitee has rights to indemnification and/or insurance provided
by such Enterprise, insurer or other Person in connection with his or her service as a director of the Corporation.


 


“Person”
means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association,
organization, governmental entity or other entity and includes the meaning set forth in Sections 13(d) and 14(d) of the Exchange
Act.


 




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“Proceeding”
means any threatened, pending or completed action, suit, claim, demand, arbitration, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or any other actual, threatened or completed proceeding, including any and all appeals, in each
case, whether brought by or in the right of the Corporation (or any of its direct or indirect subsidiaries) or otherwise, whether
civil, criminal, administrative or investigative, whether formal or informal, whether made pursuant to federal, state, local, or
foreign law or otherwise, and whether or not commenced prior to the date of this Agreement, in which Indemnitee was, is or will
be involved as a party or otherwise, by reason of or relating to Indemnitee’s Corporate Status and by reason of or relating
to either (a) any action or alleged action taken by Indemnitee (or failure or alleged failure to act) or of any action or alleged
action (or failure or alleged failure to act) on Indemnitee’s part, while acting in his or her Corporate Status or (b) the
fact that Indemnitee is or was serving at the request of the Corporation (or of any of its direct or indirect subsidiaries) as
director, officer, employee, partner, member, manager, trustee, fiduciary or agent of another Enterprise, in each case, whether
or not serving in such capacity at the time any Loss or Expense is paid or incurred for which indemnification or advancement of
Expenses can be provided under this Agreement, except one initiated by Indemnitee to enforce his or her rights under this Agreement.
For purposes of this definition, the term “threatened” will be deemed to include Indemnitee’s good faith belief
that a claim or other assertion might lead to institution of a Proceeding.


 


References to “serving
at the request of the Corporation” include any service as a director, officer, employee, partner, member, manager,
trustee, fiduciary or agent of the Corporation (or any of its direct or indirect subsidiaries) which imposes duties on, or involves
services by, such director, officer, employee partner, member, manager, trustee, fiduciary or agent with respect to any employee
benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed
to be in and not opposed to the best interests of the participants and beneficiaries of an employee benefit plan will be deemed
to have acted in a manner “not opposed to the best interests of the Corporation” as referred to under
applicable law or in this Agreement.


 


Article
2


SERVICES
TO THE Corporation


 


2.1           Services
to the Corporation. Indemnitee agrees to serve as a director or officer of the Corporation. Indemnitee may at any time and
for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of
law), in which event, the Corporation will have no obligation under this Agreement to continue Indemnitee in such position after
the date of such resignation; provided however, the indemnification provided under this Agreement shall continue as to Indemnitee
for any action taken or not taken while serving in an indemnified capacity even though Indemnitee may have ceased to serve in such
capacity. This Agreement will not be construed as giving Indemnitee any right to be retained in the employ of the Corporation (or
any other Enterprise). For purposes of Articles 2 through 13, “Corporation” shall include Harvest Oil and Gas Corp.
and each of its direct or indirect subsidiaries.


 


Article
3


Indemnification


 


3.1           Corporation
Indemnification. The Corporation hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by
applicable law, as such may be amended from time to time, but subject to the limitations expressly provided in this Agreement.
For purposes of this Agreement, the meaning of the phrase “to the fullest extent permitted by law” will
include to the fullest extent permitted by the General Corporation Law of the State of Delaware (as amended from time to time,
the “DGCL”) or any statute that replaces or succeeds the relevant sections of the DGCL with respect to
such matters. In furtherance of the foregoing indemnification, and without limiting the generality thereof:


 




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(a)          Proceedings
Other Than Proceedings by or in the Right of the Corporation. Except as otherwise provided in this Article 3, Indemnitee
shall be entitled to the rights of indemnification provided in this Section 3.1(a) if, by reason of his or her Corporate
Status, the Indemnitee is, or is threatened to be made, a party to or participant in, or otherwise requires representation of counsel
in connection with, any Proceeding other than a Proceeding by or in the right of the Corporation. Pursuant to this Section 3.1(a),
Indemnitee shall be indemnified to the fullest extent permitted by law against all Expenses and Losses, and any and all federal,
state, local or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement, that are
actually and reasonably paid or incurred by him, or on his behalf, in connection with such Proceeding.


 


(b)          Proceedings
by or in the Right of the Corporation. Except as otherwise provided in this Article 3, Indemnitee shall be entitled
to the rights of indemnification provided in this Section 3.1(b) if, by reason of his or her Corporate Status, the Indemnitee
is, or is threatened to be made, a party to or participant in, or otherwise requires representation in connection with, any Proceeding
brought by or in the right of the Corporation. Pursuant to this Section 3.1(b), Indemnitee shall be indemnified to the fullest
extent permitted by law against all Expenses, and any and all federal, state, local or foreign taxes imposed as a result of the
actual or deemed receipt of any payments under this Agreement, that are actually and reasonably paid or incurred by him or her,
or on his or her behalf, in connection with such Proceeding; provided, however, that if applicable law so requires,
no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which
Indemnitee shall have been adjudged to be liable to the Corporation unless and to the extent that the Chancery Court shall determine
that such indemnification may be made.


 


(c)          Indemnification
of Appointing Stockholder. Except as otherwise provided in this Article 3, if (i) Indemnitee is or was appointed
by or affiliated with one or more Persons that is an equity owner of the Corporation (such Persons, together with their affiliates
and Investment Managers and their affiliates, the “Appointing Stockholder”), and (ii) the Appointing
Stockholder was, is or becomes a party to, or was or is threatened to be made a party to, or was or is otherwise involved in, any
Proceeding relating to or arising by reason of (x) the Appointing Stockholder’s position as a member of, lender to, or equity
holder of the Corporation, (y) the Appointing Stockholder’s position as a former noteholder or holder of debt securities
of EV Energy Partners L.P., a Delaware limited partnership, or a party to that certain Restructuring Support Agreement, dated as
of March 13, 2018, by and among each of the Debtors (as defined therein), the Noteholders (as defined therein), the RBL Lenders
(as defined therein), and the EnerVest Parties (as defined therein) (as amended, modified, restated or supplemented from time to
time), or (z) Appointing Stockholder’s appointment of or affiliation with Indemnitee or any other director, including any
alleged misappropriation of an asset or corporate opportunity of the Corporation, any claim of misappropriation or infringement
of intellectual property relating to the Corporation, any alleged false or misleading statement or omission made by the Corporation
(or on its behalf) or its employees or agents, or any allegation of inappropriate control or influence over the Corporation or
its Board of Directors, members, officers, equity holders or debt holders, then the Appointing Stockholder will be entitled to
indemnification to the fullest extent permitted by law hereunder for any and all Expenses and Losses, and any and all federal,
state, local or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement, that are
actually and reasonably paid or incurred by Indemnitee in connection with such Proceeding, to the same extent as Indemnitee, and
the terms of this Agreement as they relate to procedures for indemnification of Indemnitee and advancement of Expenses and Losses
shall apply to any such indemnification of the Appointing Stockholder, mutatis mutandis.


 




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(d)          Additional
Indemnity. In addition to, and without regard to any limitations on, the indemnification otherwise provided for in this Section
3.1 of this Agreement, the Corporation shall and hereby does indemnify and hold harmless Indemnitee to the fullest extent permitted
by law against all Expenses and Losses, and any and all federal, state, local or foreign taxes imposed as a result of the actual
or deemed receipt of any payments under this Agreement actually and reasonably paid or incurred by him or on his behalf if, by
reason of his Corporate Status, he is, or is threatened to be made, a party to or participant in, or otherwise requires representation
in connection with, any Proceeding (including a Proceeding by or in the right of the Corporation), including, without limitation,
all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist
upon the Corporation’s obligations pursuant to this Agreement shall be that the Corporation shall not be obligated to make
any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Articles
6 and Section 8.2 hereof) to be unlawful.


 


3.2          Mandatory
Indemnification if Indemnitee is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement (other
than Section 6.9), to the extent that Indemnitee has been successful, on the merits or otherwise, in defense of any
Proceeding or any part thereof, the Corporation will indemnify Indemnitee to the fullest extent permitted by law against all Expenses
that are actually and reasonably paid or incurred by Indemnitee 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 fewer than all claims, issues or matters
in such Proceeding, the Corporation will indemnify and hold harmless Indemnitee against all Expenses actually and reasonably paid
or incurred by Indemnitee in connection with each successfully resolved claim, issue or matter on which Indemnitee was successful.
For purposes of this Section 3.2, the termination of any Proceeding, or any claim, issue or matter in such Proceeding,
by dismissal with or without prejudice will be deemed to be a successful result as to such Proceeding, claim, issue or matter.


 


3.3          Indemnification
for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason
of his or her Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, the Corporation will indemnify
Indemnitee to the fullest extent permitted by law against all Expenses actually and reasonably paid or incurred by Indemnitee on
his or her behalf in connection therewith.


 


3.4          Exclusions.
Notwithstanding any other provision of this Agreement, the Corporation will not be obligated under this Agreement to provide indemnification
in connection with the following:


 


(a)          Any
Proceeding (or part of any Proceeding) initiated or brought voluntarily by Indemnitee against the Corporation or its directors,
officers, employees or other indemnities, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior
to its initiation, (ii) the Corporation provides the indemnification, in its sole discretion, pursuant to the powers vested in
the Corporation under applicable law, (iii) the proceeding was initiated to establish or enforce a right to indemnification under
this Agreement, any other agreement or insurance policy, or under the Constituent Documents, or (iv) as otherwise required under
the laws of the State of Delaware; provided, however, that nothing in this Section 3.4(a) shall limit
the right of Indemnitee to be indemnified under Section 8.4.


 


(b)          In
respect of any claim, issue or matter as to which Indemnitee was acting in his or her Corporate Status and in such capacity shall
have been adjudged pursuant to a non-appealable final order to have failed to act in good faith and in a manner such Indemnitee
reasonably believed to be in or not opposed to the best interests of the Corporation, in each such case, unless, and only to the
extent that, the court in which such claim, action, suit or proceeding was brought shall determine upon application that, despite
the adjudication of the foregoing but in view of all circumstances of the case, Indemnitee is fairly and reasonably entitled to
indemnity for such expenses and/or losses which such court shall deem proper.


 




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(c)          With
respect to any criminal action or proceeding, if Indemnitee had reasonable cause to believe such Indemnitee’s conduct was
unlawful, in each such case, unless, and only to the extent that, the court in which such claim, action, suit or proceeding was
brought shall determine upon application that, despite the adjudication of the foregoing but in view of all circumstances of the
case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses and/or losses which such court shall deem proper.


 


(d)          For
an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Corporation
within the meaning of Section 16(b) of the Exchange Act or any similar successor statute.


 


Article
4


Advancement
of Expenses


 


4.1           Expense
Advances. Except as set forth in Section 4.2, the Corporation will, if requested by Indemnitee, advance, to the
fullest extent permitted by law, to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses
actually and reasonably paid or incurred by Indemnitee in connection with any Proceeding (whether prior to or after its final disposition).
Indemnitee’s right to each Expense Advance will not be subject to the satisfaction of any standard of conduct and will be
made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement,
or under provisions of the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will
be made by the Corporation without regard to Indemnitee’s ability to repay the Expense Advance; provided, however,
that, if applicable law requires, an Expense Advance will be made only upon delivery to the Corporation of a written undertaking
(hereinafter an “Undertaking”), by or on behalf of Indemnitee, to repay such Expense Advance if it is
ultimately determined, by final decision by a court or arbitrator, as applicable, from which there is no further right to appeal,
that Indemnitee is not entitled to be indemnified for such Expenses under the Constituent Documents, the DGCL, this Agreement or
otherwise. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action
to enforce the right of advancement provided for in this Article 4, including Expenses incurred preparing and forwarding
statements to the Corporation to support the Expense Advances claimed.


 


4.2           Exclusions.
Indemnitee will not be entitled to any Expense Advance in connection with any of the matters for which indemnity is excluded pursuant
to Sections 3.4(a) or 3.4(d).


 


4.3           Timing.
An Expense Advance pursuant to Section 4.1 will be made within ten (10) business days after the receipt by the
Corporation of a written statement or statements from Indemnitee requesting such Expense Advance (which statement or statements
will include, if requested by the Corporation, reasonable detail underlying the Expenses for which the Expense Advance is requested),
whether such request is made prior to or after final disposition of such Proceeding. In connection with any request for an Expense
Advance, Indemnitee shall not be required to provide any documentation or information to the extent that the provision thereof
would undermine or otherwise jeopardize attorney-client privilege. Such request must be accompanied by or preceded by the Undertaking,
if then required by the DGCL or any other applicable law.


 




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Article
5


Contribution
in the Event of Joint Liability


 


5.1          Contribution
by Corporation.


 


(a)          Whether
or not the indemnification or expense advancement provided in Articles 3 or 4, respectively, is available, in respect
of any Proceeding in which the Corporation is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Corporation
shall pay, in the first instance, the entire amount of any Expenses or Losses of such Proceeding without requiring Indemnitee to
contribute to such payment and the Corporation hereby waives and relinquishes any right of contribution it may have against Indemnitee.
The Corporation shall not enter into any settlement of any Proceeding in which the Corporation is jointly liable with Indemnitee
(or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted
against Indemnitee.


 


(b)          Without
diminishing or impairing the obligations of the Corporation set forth in the preceding Section 5.1(a), if, for any reason,
Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed
action, suit or Proceeding in which the Corporation is jointly liable with Indemnitee (or would be if joined in such Proceeding),
the Corporation shall pay to Indemnitee the entire amount of any judgment or settlement of such Proceeding without requiring Indemnitee
to contribute to such payment and the Corporation hereby waives and relinquishes any right of contribution it may have against
Indemnitee. Indemnitee shall not enter into any settlement of any Proceeding in which the Corporation is jointly liable with Indemnitee
(or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted
against the Corporation.


 


(c)          To
the fullest extent permitted by law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any
reason whatsoever (including due to an election by Indemnitee), the Corporation, in lieu of indemnifying Indemnitee, will contribute
to the amount of Expenses and Losses actually and reasonably incurred or paid by Indemnitee in connection with any Proceeding 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 Corporation 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 Corporation (and its directors, officers, employees and agents) and Indemnitee
in connection with such event(s) and/or transaction(s).


 


5.2          Indemnification
for Contribution Claims by Others. To the fullest extent permitted by law, the Corporation will fully indemnify and hold Indemnitee
harmless from any claims of contribution which may be brought by other officers, directors or employees of the Corporation who
may be jointly liable with Indemnitee for any Loss or Expense arising from a Proceeding.


 


5.3          Partial
Indemnity. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for a portion
of any Losses in respect of a Proceeding but not for the total amount thereof, the Corporation shall nevertheless indemnify Indemnitee
for the portion thereof to which Indemnitee is entitled.


 




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Article
6


Procedures
and Presumptions for the


Determination
of Entitlement to Indemnification


 


6.1           Notification
of Claims; Request for Indemnification. Indemnitee agrees to notify promptly the Corporation in writing of any claim made against
Indemnitee for which indemnification will or could be sought under this Agreement, including such documentation and information
as is available to the Indemnitee and is necessary to determine whether and to what extent the Indemnitee is entitled to indemnification;
provided, however, that a delay in giving such notice will not deprive Indemnitee of any right to be indemnified
under this Agreement unless, and then only to the extent that, the Corporation did not otherwise learn of the Proceeding and such
delay is materially prejudicial to the Corporation’s ability to defend such Proceeding; and, provided, further,
however, that notice will be deemed to have been given without any action on the part of Indemnitee in the event the Corporation
is a party to the same Proceeding. The omission to notify the Corporation will not relieve the Corporation from any liability for
indemnification which it may have to Indemnitee otherwise than under this Agreement. Indemnitee may deliver to the Corporation
a written request to have the Corporation indemnify and hold harmless Indemnitee in accordance with this Agreement. Subject to
Section 6.9, such request may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in
his or her sole discretion. Following such a written request for indemnification, Indemnitee’s entitlement to indemnification
shall be determined according to Section 6.2. The Secretary of the Corporation will, promptly upon receipt of such
a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. The Corporation
will be entitled to participate in any Proceeding at its own expense.


 


6.2           Determination
of Right to Indemnification. Upon written request by Indemnitee for indemnification pursuant to Section 6.1 with
respect to any Proceeding, a determination with respect to Indemnitee’s entitlement thereto shall be made by one of the following
methods, at the election of Indemnitee: (a) so long as there are Disinterested Directors with respect to such Proceeding, a majority
vote of the Disinterested Directors, even if less than a quorum of the Board of Directors, (b) so long as there are Disinterested
Directors with respect to such Proceeding, a committee of such Disinterested Directors designated by a majority vote of such Disinterested
Directors, even though less than a quorum of the Board of Directors or (c) Independent Counsel in a written opinion delivered to
the Board of Directors, a copy of which will also be delivered to Indemnitee. The election by Indemnitee to use a particular person,
persons or Enterprise to make such determination is to be included in the written request for indemnification submitted by Indemnitee
(and if no election is made in the request it will be assumed that Indemnitee has elected the Independent Counsel to make such
determination). The person, persons or Enterprise chosen to make a determination under this Agreement of the Indemnitee’s
entitlement to indemnification will act reasonably and in good faith in making such determination.


 


6.3           Selection
of Independent Counsel. If the determination of entitlement to indemnification pursuant to Section 6.2 will be
made by an Independent Counsel, the Independent Counsel shall be selected as provided in this Section 6.3. The Independent
Counsel shall be selected by the Board of Directors. The Corporation shall give written notice to Indemnitee advising him or her
of the identity of the Independent Counsel so selected. The Indemnitee may, within ten (10) days after such written notice of selection
is given, deliver to the Corporation a written objection to such selection; provided, however, that such objection
may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent
Counsel” as defined in this Agreement, and the objection will set forth with particularity the factual basis of such assertion.
Absent a proper and timely objection, the person so selected will act as Independent Counsel. If a written objection is made and
substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn
or a court has determined that such objection is without merit. If, within thirty (30) days after submission by Indemnitee of a
written request for indemnification pursuant to Section 6.1, no Independent Counsel is selected, or an Independent
Counsel for which an objection thereto has been properly made remains unresolved, either the Corporation or Indemnitee may petition
the Chancery Court or other court of competent jurisdiction for resolution of any objection that has been made by Indemnitee to
the Corporation’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected
by the court or by such other person as the court may designate, and the person with respect to whom all objections are so resolved
or the person so appointed will act as Independent Counsel under Section 6.2. The Corporation will pay any and all
fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 6.2, and the Corporation
will pay all fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such
Independent Counsel was selected or appointed.


 




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6.4           Burden
of Proof. In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity
making such determination will presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome
this presumption will have the burden of proof and the burden of persuasion, by clear and convincing evidence. In making a determination
with respect to entitlement to indemnification hereunder which under this Agreement, the Constituent Documents or applicable law
requires a determination of Indemnitee’s good faith and/or whether Indemnitee acted in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the Corporation and/or with respect to any criminal Proceeding, whether
Indemnitee had reasonable cause to believe his or her conduct was unlawful, the person, persons or Enterprise making such determination
will presume that Indemnitee has at all times acted in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the Corporation and, with respect to any criminal Proceeding, he or she had no reasonable cause
to believe his or her conduct was unlawful. Anyone seeking to overcome this presumption will have the burden of proof and the burden
of persuasion, by clear and convincing evidence. Indemnitee will be deemed to have acted in good faith if Indemnitee’s action
with respect to a particular Enterprise (that Indemnitee is or was serving at the request of the Corporation on behalf of) is based
on the records or books of account of such Enterprise, including financial statements, or on information supplied to Indemnitee
by the officers of such Enterprise in the course of their duties, or on the advice of legal counsel for such Enterprise or on information
or records given or reports made to such Enterprise by an independent certified public accountant or by an appraiser or other expert
selected by such Enterprise; provided, however, that this sentence will not be deemed to limit in any way the other
circumstances in which Indemnitee may be deemed to have met such standard of conduct. In addition, the knowledge and/or actions,
or failure to act, of any other director, manager, officer, agent or employee of such Enterprise will not be imputed to Indemnitee
for purposes of determining the right to indemnification under this Agreement.


 


6.5           No
Presumption in Absence of a Determination or As Result of an Adverse Determination; Presumption Regarding Success. Neither
the failure of any person, persons or Enterprise chosen to make a determination as to whether Indemnitee has met any particular
standard of conduct or had any particular belief to make such determination, nor an actual determination by such person, persons
or Enterprise that Indemnitee has not met such standard of conduct or did not have such belief, prior to or after the commencement
of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under this Agreement
under applicable law, will 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 addition, the termination of any Proceeding by judgment, order, settlement
(whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, will not create
a presumption that Indemnitee did not meet any particular standard of conduct and with respect to any criminal Proceeding, that
Indemnitee had reasonable cause to believe that his or her conduct was unlawful, or that Indemnitee had any particular belief or
that a court has determined that indemnification is not permitted by this Agreement or applicable law. In the event that any Proceeding
to which Indemnitee is a party is resolved in any manner other than by final adverse judgment (as to which all rights of appeal
therefrom have been exhausted or lapsed) against Indemnitee (including, without limitation, settlement of such Proceeding with
or without payment of money or other consideration) it will be presumed that Indemnitee has been successful on the merits or otherwise
in such Proceeding.


 




    	 	10	 



     


    

  


6.6           Timing
of Determination. The Corporation will use its reasonable best efforts to cause any determination required to be made pursuant
to Section 6.2 to be made as promptly as practicable after Indemnitee has submitted a written request for indemnification
pursuant to Section 6.1. If the person, persons or Enterprise chosen to make a determination does not make such determination
within thirty (30) days after the later of the date (a) the Corporation receives Indemnitee’s request for indemnification
pursuant to Section 6.1 and (b) on which an Independent Counsel is selected pursuant to Section 6.3, if
applicable (and all objections to such person, if any, have been resolved), the requisite determination of entitlement to indemnification
will be deemed to have been made and Indemnitee will be entitled to such indemnification, so long as (i) Indemnitee has fulfilled
his or her obligations pursuant to Section 6.8 and (ii) such indemnification is not prohibited under applicable law;
provided, however, that such thirty (30) day period may be extended for a reasonable time, not to exceed an additional
fifteen (15) days, if the person, persons or Enterprise making the determination with respect to entitlement to indemnification
in good faith requires such additional time for the obtaining of or evaluating of documentation and/or information relating thereto.


 


6.7           Timing
of Payments. All payments of Expenses, including any Expense Advance, and other amounts by the Corporation to the Indemnitee
pursuant to this Agreement will be made as soon as practicable after a written request or demand therefor by Indemnitee is presented
to the Corporation, but in no event later than ten (10) business days after (a) such demand is presented or (b) such later date
as a determination of entitlement to indemnification is made in accordance with Section 6.6, if applicable; provided,
however, that an Expense Advance will be made within the time provided in Section 4.3.


 


6.8           Cooperation.
Indemnitee will cooperate with the person, persons or Enterprise making a determination with respect to Indemnitee’s entitlement
to indemnification, including providing to such person, persons or Enterprise, 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. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or Enterprise
making such determination will be borne by the Corporation (irrespective of the determination as to Indemnitee’s entitlement
to indemnification) and the Corporation will indemnify Indemnitee therefor and will hold Indemnitee harmless therefrom.


 


6.9           Time
for Submission of Request. Indemnitee will be required to submit any request for Indemnification pursuant to this Article 6
within a reasonable time, not to exceed two (2) years, after any judgment, order, settlement, dismissal, arbitration award, conviction,
acceptance of a plea of nolo contendere (or its equivalent) or other full or partial final determination or disposition
of the Proceeding (with the latest date of the occurrence of any such event to be considered the commencement of the two (2) year
period).


 


Article
7


Liability
Insurance


 


7.1           Corporation
Insurance. Subject to Section 7.3, the Corporation shall obtain and maintain a policy or policies of insurance
with one or more reputable insurance companies providing Indemnitee with coverage in such amount as will be determined by the Board
of Directors for Losses and Expenses paid or incurred by Indemnitee as a result of acts or omissions of Indemnitee in his or her
Corporate Status, and to ensure the Corporation’s performance of its indemnification obligations under this Agreement; provided,
however, that in all policies of director and officer liability insurance obtained by the Corporation, Indemnitee shall
be named as an insured party in such manner as to provide Indemnitee with the same rights and benefits as are afforded to the most
favorably insured directors or officers, as applicable, of the Corporation under such policies. Any reductions to the amount of
director and officer liability insurance coverage maintained by the Corporation as of the date hereof shall be subject to the approval
of the Board of Directors to ensure the Corporation’s performance of its obligations under this Agreement.


 




    	 	11	 



     


    

  


7.2           Notice
to Insurers. If, at the time of receipt by the Corporation of a notice from any source of a Proceeding as to which Indemnitee
is a party or participant, the Corporation will give prompt notice of such Proceeding to the insurers in accordance with the procedures
set forth in the respective policies, and the Corporation will provide Indemnitee with a copy of such notice and copies of all
subsequent correspondence between the Corporation and such insurers related thereto. The Corporation will thereafter take all necessary
or desirable actions to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding
in accordance with the terms of such policies.


 


7.3           Insurance
Not Required. Notwithstanding Section 7.1, the Corporation will have no obligation to obtain or maintain the insurance
contemplated by Section 7.1 if the Board of Directors determines in good faith that such insurance is not available
on commercially reasonable terms, if the premium costs for such insurance are disproportionately high compared to the amount of
coverage provided, or if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit.
The Corporation will promptly notify Indemnitee of any such determination not to provide insurance coverage.


 


Article
8


Remedies
of Indemnitee


 


8.1           Action
by Indemnitee. In the event that (a) a determination is made pursuant to Article 6 of this Agreement that Indemnitee
is not entitled to indemnification under this Agreement, (b) an Expense Advance is not timely made pursuant to Section 4.3
of this Agreement, (c) no determination of entitlement to indemnification is made within the applicable time periods specified
in Section 6.6 or (d) payment of indemnified amounts is not made within the applicable time periods specified in Section 6.7,
Indemnitee will be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent
jurisdiction, of his or her entitlement to such indemnification or payment of an Expense Advance. Alternatively, Indemnitee, at
Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration
Rules of the American Arbitration Association. The provisions of Delaware law (without regard to its conflict of laws rules) will
apply to any such arbitration. The Corporation will not oppose Indemnitee’s right to seek any such adjudication or award
in arbitration.


 


8.2           De
Novo Review if Prior Adverse Determination. In the event that a determination is made pursuant to Article 6
that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Article 8
will be conducted in all respects as a de novo trial or arbitration, as applicable, on the merits and Indemnitee will not
be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Article 8,
Indemnitee will be presumed to be entitled to indemnification under this Agreement, the Corporation will have the burden of proving
Indemnitee is not entitled to indemnification and the Corporation may not refer to or introduce evidence of any determination pursuant
to Article 6 adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant
to this Article 8, Indemnitee will not be required to reimburse the Corporation for any Expense Advance made pursuant
to Article 4 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).


 




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8.3           Corporation
Bound by Favorable Determination by Reviewing Party. If a determination is made that Indemnitee is entitled to indemnification
pursuant to Article 6, the Corporation will be bound by such determination in any judicial proceeding or arbitration
commenced pursuant to this Article 8, absent (a) a misstatement by Indemnitee of a material fact or an omission of
a material fact necessary to make Indemnitee’s statements in connection with the request for indemnification not materially
misleading or (b) a prohibition of such indemnification under law.


 


8.4           Corporation
Bears Expenses if Indemnitee Seeks Adjudication. In the event that Indemnitee, pursuant to this Article 8, seeks
a judicial adjudication or arbitration of his or her rights under, or to recover damages for breach of, this Agreement, any other
agreement for indemnification, the indemnification or advancement of expenses provisions in the Constituent Documents, payment
of Expenses in advance or contribution hereunder or to recover under any director and officer liability insurance policies maintained
by the Corporation, the Corporation will, to the fullest extent permitted by law, indemnify and hold harmless Indemnitee against
any and all Expenses which are actually and reasonably paid or incurred by Indemnitee in connection with such judicial adjudication
or arbitration, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, payment of Expenses
in advance or contribution or insurance recovery. In addition, if requested by Indemnitee, the Corporation will (within fifteen
(15) days after receipt by the Corporation of the written request therefor), pay as an Expense Advance such Expenses, to the fullest
extent permitted by law.


 


8.5           Corporation
Bound by Provisions of this Agreement. The Corporation will be precluded from asserting in any judicial or arbitration proceeding
commenced pursuant to this Article 8 that the procedures and presumptions of this Agreement are not valid, binding
and enforceable and will stipulate in any such judicial or arbitration proceeding that the Corporation is bound by all the provisions
of this Agreement.


 


Article
9


Non-Exclusivity,
Subrogation; No Duplicative Payments


 


9.1           Non-Exclusivity.
The rights of indemnification and to receive Expense Advances as provided by this Agreement will not be deemed exclusive of any
other rights to which Indemnitee may at any time be entitled under applicable law, the Constituent Documents, any insurance policy,
any other agreement, a vote of equityholders, a resolution of the directors or otherwise. To the extent Indemnitee otherwise would
have any greater right to indemnification or payment of any advancement of Expenses under any other provisions under applicable
law, the Constituent Documents, any insurance policy, any agreement, vote of equityholders, a resolution of the directors or otherwise,
Indemnitee will be entitled under this Agreement to such greater right. No amendment, alteration or repeal of this Agreement or
of any provision hereof limits or restricts any right of Indemnitee under this Agreement in respect of any action taken or omitted
by such Indemnitee prior to such amendment, alteration or repeal. To the extent that a change in the DGCL, whether by statute or
judicial decision, permits greater indemnification than would be afforded currently under the Constituent Documents and this Agreement,
it is the intent of the parties hereto that Indemnitee enjoy by this Agreement the greater benefits so afforded by such change.
No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy
shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity
or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion
or employment of any other right or remedy. The indemnification provided under this Agreement shall continue as to Indemnitee for
any action taken or not taken while serving in an indemnified capacity even though he may have ceased to serve in such capacity
at the time of any action or other covered Proceeding.


 




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9.2           Subrogation.
Except as provided in Section 9.3, in the event of any payment by the Corporation under this Agreement, the Corporation
shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect thereto and Indemnitee
will execute all papers required and take all action necessary to secure such rights, including execution of such documents as
are necessary to enable the Corporation to bring suit to enforce such rights (it being understood that all of Indemnitee’s
reasonable Expenses related thereto will be borne by the Corporation).


 


9.3           No
Duplicative Payments. The Corporation will not be liable under this Agreement to make any payment of amounts otherwise indemnifiable
(or any Expense for which advancement is provided) hereunder if and to the extent that Indemnitee has otherwise actually received
such payment under any insurance policy, contract, agreement or otherwise, except as provided in this Section 9.3. The Corporation’s
obligation to indemnify or advance Expenses hereunder to Indemnitee in respect of Proceedings relating to Indemnitee’s service
at the request of the Corporation as a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of any
other Enterprise will be reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses from
such other Enterprise, except as provided in this Section 9.3. The Corporation hereby agrees (a) that it is the indemnitor
of first resort (i.e., its obligations to Indemnitee are primary and any obligation of any Other Indemnitor to advance expenses
or to provide indemnification for the same Expenses or liabilities incurred by Indemnitee are secondary), (b) that it shall be
required to advance the full amount of Expenses incurred by Indemnitee and shall be liable for the full amount of all Losses to
the extent legally permitted and as required by the terms of this Agreement, the Constituent Documents (or any other agreement
between the Corporation and Indemnitee), without regard to any rights Indemnitee may have against the Other Indemnitors and (c)
that it irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims against the Other Indemnitors
for contribution, subrogation or any other recovery of any kind in respect thereof. The Corporation further agrees that no advancement
or payment by the Other Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification
from the Corporation shall affect the foregoing and the Other 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 Corporation. The Corporation
and Indemnitee agree that the Other Indemnitors are express third party beneficiaries of the terms of this Section 9.3.


 


9.4           More
Favorable Terms. In the event the Corporation enters into an indemnification agreement with another director or officer, as
the case may be, containing terms more favorable to the indemnitee thereof than the terms contained herein, Indemnitee will be
afforded the benefit of such more favorable terms and such more favorable terms will be deemed incorporated by reference herein
as if set forth in full herein. As promptly as practicable following the execution thereof, the Corporation will (a) send a copy
of the agreement containing more favorable terms to Indemnitee, and (b) prepare, execute and deliver to Indemnitee an amendment
to this Agreement containing such more favorable terms.


 


Article
10


Defense
of PROCEEDINGS


 


10.1         Corporation
Assuming the Defense. Subject to Section 10.3 below, in the event the Corporation is obligated to pay in advance
the Expenses of any Proceeding pursuant to Article 4, the Corporation will be entitled, by written notice to Indemnitee,
to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval will not be unreasonably withheld.
The Corporation will identify the counsel it proposes to employ in connection with such defense as part of the written notice sent
to Indemnitee notifying Indemnitee of the Corporation’s election to assume such defense, and Indemnitee will be required,
within ten (10) days following Indemnitee’s receipt of such notice, to inform the Corporation of its approval of such counsel
or, if it has objections, the reasons therefor. If such objections cannot be resolved by the parties, the Corporation will identify
alternative counsel, which counsel will also be subject to approval by Indemnitee in accordance with the procedure described in
the prior sentence.


 




    	 	14	 



     


    

  


10.2         Right
of Indemnitee to Employ Counsel. Following approval of counsel by Indemnitee pursuant to Section 10.1 and retention
of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees and expenses
of counsel subsequently incurred by Indemnitee with respect to the same Proceeding; provided, however, that (a) Indemnitee
has the right to employ counsel in any such Proceeding at Indemnitee’s expense and (b) the Corporation will be required to
pay the fees and expenses of Indemnitee’s counsel if (i) the employment of counsel by Indemnitee has been previously authorized
by the Corporation, (ii) Indemnitee reasonably concludes that there is an actual or potential conflict between the Corporation
(or any other person or persons included in a joint defense) and Indemnitee in the conduct of such defense or representation by
such counsel retained by the Corporation or (iii) the Corporation does not continue to retain the counsel approved by Indemnitee.


 


10.3         Corporation
Not Entitled to Assume Defense. Notwithstanding Section 10.1, the Corporation will not be entitled to assume the
defense of any Proceeding brought by or on behalf of the Corporation or any Proceeding as to which Indemnitee has reasonably made
the conclusion provided for in Section 10.2(b)(ii).


 


Article
11


Settlement


 


11.1         Corporation
Bound by Provisions of this Agreement. Notwithstanding anything in this Agreement to the contrary, the Corporation will have
no obligation to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without
the Corporation’s prior written consent.


 


11.2         When
Indemnitee’s Prior Consent Required. The Corporation will not, without the prior written consent of Indemnitee, consent
to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (a) includes an admission of fault
of Indemnitee, any non-monetary remedy imposed on Indemnitee or a Loss for which Indemnitee is not wholly indemnified hereunder
or (b) with respect to any Proceeding with respect to which Indemnitee may be or is made a party or a participant or may be or
is otherwise entitled to seek indemnification hereunder, does not include, as an unconditional term thereof, the full release of
Indemnitee from all liability in respect of such Proceeding, which release will be in form and substance reasonably satisfactory
to Indemnitee. Neither the Corporation nor Indemnitee will unreasonably withhold its consent to any proposed settlement; provided,
however, that Indemnitee may withhold consent to any settlement that does not provide a full and unconditional release of
Indemnitee from all liability in respect of such Proceeding.


 


Article
12


Duration
of Agreement


 


12.1         Duration
of Agreement. This Agreement will continue until and terminate upon the latest of (a) the statute of limitations applicable
to any claim that could be asserted against an Indemnitee with respect to which Indemnitee may be entitled to indemnification and/or
an Expense Advance under this Agreement, (b) ten (10) years after the date that Indemnitee has ceased to serve as a director or
officer of the Corporation or as a director, officer, employee, partner, member, manager, fiduciary or agent of any other Enterprise
which Indemnitee served at the request of the Corporation or (c) if, at the later of the dates referred to in (a) and (b) above,
there is pending a Proceeding in respect of which Indemnitee is granted rights of indemnification or the right to an Expense Advance
under this Agreement or a Proceeding commenced by Indemnitee pursuant to Article 8 of this Agreement, one (1) year
after the final termination of such Proceeding, including any and all appeals.


 




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Article
13


Miscellaneous


 


13.1         Entire
Agreement. This Agreement constitutes the entire agreement and understanding of the parties in respect of the subject matter
hereof and supersedes all prior understandings, agreements or representations by or among the parties, written or oral, to the
extent they relate in any way to the subject matter hereof; provided, however, that it is agreed that the provisions
contained in this Agreement are a supplement to, and not a substitute for, any provisions regarding the same subject matter contained
in the Constituent Documents and any employment or similar agreement between the parties.


 


13.2         Assignment;
Binding Effect; Third Party Beneficiaries. No party may assign either this Agreement or any of its rights, interests or obligations
hereunder without the prior written approval of the other party and any such assignment by a party without prior written approval
of the other parties will be deemed void ab initio and not binding on such other parties. All of the terms, agreements,
covenants, representations, warranties and conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable
by, the parties and their respective successors, permitted assigns, heirs, executors and personal and legal representatives. Except
as set forth in Sections 3.1(c) and 9.3, there are no third party beneficiaries having rights under or with respect
to this Agreement. The Corporation 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 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, or agent of the Corporation
or of any other enterprise at the Corporation’s request.


 


13.3         Notices.
All notices, requests and other communications provided for or permitted to be given under this Agreement must be in writing and
be given by personal delivery, by certified or registered United States mail (postage prepaid, return receipt requested), by a
nationally recognized overnight delivery service for next day delivery, or by facsimile transmission, as follows (or to such other
address as any party may give in a notice given in accordance with the provisions hereof):


 


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


 


(b)          If
to the Corporation, to:


 


Harvest Oil and
Gas Corp.


1001 Fannin St.,
Suite 800


Houston, TX 77022


Attention: Nicholas
P. Bobrowski


 


With a copy (which
shall not constitute notice) to:


 


Kirkland and Ellis LLP


609 Main Street


Houston, TX 77002


Attention: Matthew R. Pacey


 




    	 	16	 



     


    

  


All notices, requests or other communications
will be effective and deemed given only as follows: (a) if given by personal delivery, upon such personal delivery, (b) if sent
by certified or registered mail, on the fifth (5th) business day after being deposited in the United States mail, (c) if sent for
next day delivery by overnight delivery service, on the date of delivery as confirmed by written confirmation of delivery, or (d)
if sent by facsimile, upon the transmitter’s confirmation of receipt of such facsimile transmission, except that if such
confirmation is received after 5:00 p.m. (in the recipient’s time zone) on a business day, or is received on a day that is
not a business day, then such notice, request or communication will not be deemed effective or given until the next succeeding
business day. Notices, requests and other communications sent in any other manner, including by electronic mail, will not be effective.


 


13.4         Specific
Performance; Remedies. Each party acknowledges and agrees that the other party would be damaged irreparably if any provision
of this Agreement were not performed in accordance with its specific terms or were otherwise breached. Accordingly, the parties
will be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically
this Agreement and its provisions in any action or proceeding instituted in any state or federal court sitting in the State of
Delaware having jurisdiction over the parties and the matter, in addition to any other remedy to which they may be entitled, at
law or in equity. Except as expressly provided herein, the rights, obligations and remedies created by this Agreement are cumulative
and in addition to any other rights, obligations or remedies otherwise available at law or in equity. Except as expressly provided
herein, nothing herein will be considered an election of remedies.


 


13.5         Submission
to Jurisdiction. Any Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection
with, this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”),
and each party (ii) consents to submit to the exclusive jurisdiction of the Delaware Court (and of the appropriate appellate courts
therefrom) for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waives any objection
to the laying of venue of any such action or proceeding in the Delaware Court, and (iv) waives, and agrees not to plead or to make,
any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.
Process in any such action, suit or proceeding may be served on any party anywhere in the world, whether within or without the
jurisdiction of any such court.


 


13.6         Headings.
The article and section headings contained in this Agreement are inserted for convenience only and will not affect in any way the
meaning or interpretation of this Agreement.


 


13.7         Governing
Law. This Agreement and the legal relations among the parties shall be governed by and construed and enforced in accordance
with the laws of the State of Delaware, without giving effect to any choice of law principles.


 


13.8         Amendment.
Except pursuant to the first sentence of Section 9.4, this Agreement may not be amended or modified except by a writing
signed by all of the parties.


 


13.9         Extensions;
Waivers. Any party may, for itself only, (a) extend the time for the performance of any of the obligations of any other party
under this Agreement, (b) waive any inaccuracies in the representations and warranties of any other party contained herein or in
any document delivered pursuant hereto and (c) waive compliance with any of the agreements or conditions for the benefit of such
party contained herein. Any such extension or waiver will be valid only if set forth in a writing signed by the party to be bound
thereby. No waiver by any party of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional
or not, may be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder
or affect in any way any rights arising because of any prior or subsequent such occurrence. Neither the failure nor any delay on
the part of any party to exercise any right or remedy under this Agreement will operate as a waiver thereof, nor will any single
or partial exercise of any right or remedy preclude any other or further exercise of the same or of any other right or remedy.


 




    	 	17	 



     


    

  


13.10         Attorneys’
Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms
hereof, Indemnitee shall be entitled to be paid all documented and reasonable expenses (of the types described in the definition
of Expenses) incurred by Indemnitee with respect to such action. In the event of an action instituted by or in the name of the
Corporation under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to
be paid all expenses (of the types described in the definition of Expenses) in defense of such action (including with respect to
Indemnitee’s counterclaims and cross claims made in such action).


 


13.11         Severability.
The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect
the validity or enforceability of the other provisions hereof; provided, however, that if any provision of this Agreement,
as applied to any party or to any circumstance, is judicially determined not to be enforceable in accordance with its terms, the
parties agree that the court judicially making such determination may modify the provision in a manner consistent with its objectives
such that it is enforceable, and/or to delete specific words or phrases, and in its modified form, such provision will then be
enforceable and will be enforced.


 


13.12         Counterparts;
Effectiveness. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all
of which together will constitute one and the same instrument. This Agreement will become effective when one or more counterparts
have been signed by each of the parties and delivered to the other parties, which delivery may be made by exchange of copies of
the signature page by facsimile, portable document format (.pdf), or other electronic transmission.


 


13.13         Construction.
This Agreement has been freely and fairly negotiated among the parties. If an ambiguity or question of intent or interpretation
arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise
favoring or disfavoring any party because of the authorship of any provision of this Agreement. Any reference to any law will be
deemed also to refer to such law as amended and all rules and regulations promulgated thereunder, unless the context requires otherwise.
The words “include,” “includes,” and “including” will be deemed to be followed by “without
limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words
in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this
Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar
import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties intend
that each representation, warranty, and covenant contained herein will have independent significance. If any party has breached
any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty
or covenant relating to the same subject matter (regardless of the relative levels of specificity) which the party has not breached
will not detract from or mitigate the fact that the party is in breach of the first representation, warranty, or covenant. Time
is of the essence in the performance of this Agreement.


 


[Signature pages follow]


 




    	 	18	 



     


    

 


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


 


	 	HARVEST OIL AND GAS CORP.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


Indemnification Agreement Signature Page


 




     


     


    

 


	 	Indemnitee
	 	 	 
	 	 	 
	 	Signature
	 	 	 
	 	 	 
	 	Print Name


 


	 	Address: 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


Indemnification Agreement Signature Page