Exhibit
10.1


 


Form
of Indemnification Agreement





 


Indemnification
of Directors and Officers


 


NRS
78.502 of Chapter 78 of the Nevada Private Corporations Law authorizes a court to award, or a corporation's board of directors
to grant, indemnity to directors and officers under certain circumstances and subject to certain limitations. The terms of NRS
78.502 of Chapter 78 of the Nevada Private Corporations Law are sufficiently broad to permit indemnification under certain circumstances
for liabilities, including reimbursement of expenses incurred, arising under the Securities Act of 1933, as amended (the Securities
Act).


 


As
permitted by the Nevada Private Corporations, the Registrant's restated certificate of incorporation that will be in effect at
the closing of the offering contains provisions that eliminate the personal liability of its directors for monetary damages for
any breach of fiduciary duties as a director, except liability for the following:


 


		●	any
                                         breach of the director's duty of loyalty to the Registrant or its stockholders;
	 	 	 
		●	acts
                                         or omissions not in good faith or that involve intentional misconduct or a knowing violation
                                         of law;
	 	 	 
		●	Under
                                         NRS 78.300 of Nevada Private Corporation Law (regarding unlawful dividends and stock
                                         purchases); or
	 	 	 
		●	any
                                         transaction from which the director derived an improper personal benefit.



 


As
permitted by the Nevada Private Corporation Law, the Registrant's restated bylaws that will be in effect at the closing of our
initial public offering, provide that:


 


		●	the
                                         Registrant is required to indemnify its directors and executive officers to the fullest
                                         extent permitted by the Nevada Private Corporation Law, subject to very limited exceptions;
	 	 	 
		●	the
                                         Registrant may indemnify its other employees and agents as set forth in the Nevada Private
                                         Corporation Law;
	 	 	 
		●	the
                                         Registrant is required to advance expenses, as incurred, to its directors and executive
                                         officers in connection with a legal proceeding to the fullest extent permitted by the
                                         Nevada Private Corporation Law, subject to very limited exceptions; and
	 	 	 
		●	the
                                         rights conferred in the bylaws are not exclusive.






 


The
Registrant has entered, and intends to continue to enter, into separate indemnification agreements with its directors and executive
officers to provide these directors and executive officers additional contractual assurances regarding the scope of the indemnification
set forth in the Registrant's restated certificate of incorporation and restated bylaws and to provide additional procedural protections.
At present, there is no pending litigation or proceeding involving a director or executive officer of the Registrant regarding
which indemnification is sought. The indemnification provisions in the Registrant's restated certificate of incorporation, restated
bylaws and the indemnification agreements entered into or to be entered into between the Registrant and each of its directors
and executive officers may be sufficiently broad to permit indemnification of the Registrant's directors and executive officers
for liabilities arising under the Securities Act.