INDEMNIFICATION
AGREEMENT


 


This
Indemnification Agreement (the “Agreement”), dated as of _________ __, 2020, is by and between Vislink Technologies,
Inc., a Delaware corporation (the “Company”) and ____________________ (the “Indemnitee”).


 


WHEREAS,
Indemnitee is a director or officer of the Company;


 


WHEREAS,
both the Company and Indemnitee recognize the risk of litigation and other claims being asserted against directors and officers
of public companies, as well as challenges associated with obtaining liability insurance for its directors, officers, employees,
stockholders, controlling persons, agents and fiduciaries, the significant increases in the cost of such insurance, and the general
limitations of the coverage of such insurance;


 


WHEREAS,
the board of directors of the Company (the “Board”) has determined that enhancing the ability of the Company
to retain and attract as directors and officers the most capable persons is in the best interests of the Company and that the
Company therefore should seek to assure such persons that indemnification and insurance coverage is available; and


 


WHEREAS,
in recognition of the need to provide Indemnitee with substantial protection against personal liability, in order to procure Indemnitee’s
continued service to the Company and to enhance Indemnitee’s ability to serve the Company in an effective manner, and in
order to provide such protection pursuant to express contract rights (intended to be enforceable irrespective of, among other
things, any amendment to the Company’s certificate of incorporation or bylaws (collectively, the “Constituent Documents”),
any change in the composition of the Board or any Change in Control or business combination transaction relating to the Company),
the Company wishes to provide in this Agreement for the indemnification of, and the advancement of Expenses (as defined in Section
1(f) below) to, Indemnitee as set forth in this Agreement and for the coverage of Indemnitee under the Company’s directors’
and officers’ liability insurance policies.


 


NOW,
THEREFORE, in consideration of the foregoing and the Indemnitee’s agreement to continue to provide services to the Company,
the parties agree as follows:


 


		1.	Definitions.
                                         For purposes of this Agreement, the following terms shall have the following meanings:



 


(a)       “Beneficial
Owner” has the meaning given to the term “beneficial owner” in Rule 13d-3 under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”).


 


(b)       “Change
in Control” means the occurrence after the date of this Agreement of any of the following events:


 




    	 



    	 



    

 


(i)       the
sale or other disposition of all or substantially all of the Company’s assets;


 


(ii)       the
acquisition, whether directly, indirectly, beneficially (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934,
as amended (the “1934 Act”)) or of record, as a result of a merger, consolidation or otherwise, of securities
of the Company representing twenty percent (20%) or more of the aggregate voting power of the Company’s then-outstanding
common stock by any “person” (within the meaning of Sections 13(d) and 14(d) of the 1934 Act), including, but not
limited to, any corporation or group of persons acting in concert, other than (i) the Company or its subsidiaries and/or (ii)
any employee pension benefit plan (within the meaning of Section 3(2) of the Employee Retirement Income Security Act of 1974)
of the Company or its subsidiaries, including a trust established pursuant to any such plan; or


 


(iii)       the
individuals who were members of the Board of Directors as of the date of this Agreement (the “Incumbent Board”)
cease to constitute at least two-thirds (2/3) of the Board; provided, however, that any director appointed by at least two-thirds
(2/3) of the then Incumbent Board or nominated by at least two-thirds (2/3) of the Nominating and Corporate Governance Committee
of the Board of Directors, other than any director appointed or nominated in connection with, or as a result of, a threatened
or actual proxy or control contest, shall be deemed to constitute a member of the Incumbent Board.


 


(c)       “Claim”
means:


 


(i)       any
threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal,
administrative, arbitrative, investigative or other, and whether made pursuant to federal, state or other law; or


 


(ii)       any
inquiry, hearing or investigation that the Indemnitee determines might lead to the institution of any such action, suit, proceeding
or alternative dispute resolution mechanism.


 


(d)       “Delaware
Court” shall have the meaning ascribed to it in Section 8(e) below.


 


(e)       “Disinterested
Director” means a director of the Company who is not and was not a party to the Claim in respect of which indemnification
is sought by Indemnitee.


 


(f)       “Expenses”
means any and all expenses, including attorneys’ and experts’ fees, court costs, transcript costs, travel expenses,
duplicating, printing and binding costs, telephone charges, and all other costs and expenses incurred in connection with investigating,
defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness or participate in,
any Claim. Expenses also shall include: (i) Expenses incurred in connection with any appeal resulting from any Claim, including
without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond
or its equivalent; and (ii) for purposes of Section 4 only, Expenses incurred by Indemnitee in connection with the interpretation,
enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise. Expenses, however, shall
not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


 




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(g)       “Expense
Advance” means any payment of Expenses advanced to Indemnitee by the Company pursuant to Section 3 or Section
4 hereof.


 


(h)       “Indemnifiable
Event” means any event or occurrence, whether occurring before, on or after the date of this Agreement, related to the
fact that Indemnitee is or was a director, director designee, officer, employee or agent of the Company (which term includes any
predecessor entity of the Company) or any Subsidiary of the Company, or is or was serving at the request of the Company as a director,
officer, employee, member, manager, trustee or agent of any other corporation, limited liability company, partnership, joint venture,
trust or other entity or enterprise (collectively with the Company, “Enterprise”) or by reason of an action
or inaction by Indemnitee in any such capacity (whether or not serving in such capacity at the time any Loss is incurred for which
indemnification can be provided under this Agreement).


 


(i)       “Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither
presently performs, nor in the past three years has performed, services for either: (i) the Company or Indemnitee (other than
in connection with matters concerning Indemnitee under this Agreement or of other indemnitees under similar agreements) or (ii)
any other party to the Claim giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent
Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would
have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights
under this Agreement.


 


(j)       “Losses”
means any and all Expenses, damages, losses, liabilities, judgments, fines, penalties (whether civil, criminal or other), ERISA
excise taxes, amounts paid or payable in settlement, including any interest, assessments, any federal, state, local or foreign
taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement and all other charges paid or payable
in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend,
be a witness or participate in, any Claim.


 


(k)       “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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(l)       “Standard
of Conduct Determination” shall have the meaning ascribed to it in Section 8(b) below.


 


(m)       “Subsidiary”
means any entity for which the Company, directly or indirectly, owns 50% or more of the outstanding voting securities of such
entity.


 


(n)       “Voting
Securities” means any securities of the Company that vote generally in the election of directors.


 


		2.	Services
                                         to the Company. Indemnitee agrees to continue to serve as a director or officer of
                                         the Company for so long as Indemnitee is duly elected or appointed or until Indemnitee
                                         tenders his or her resignation or is no longer serving in such capacity. This Agreement
                                         shall not be deemed an employment agreement between the Company (or any subsidiaries
                                         or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that his or her
                                         service to the Company or any subsidiaries or any Enterprise is at will and the Indemnitee
                                         may be discharged at any time for any reason, with or without cause, except as may be
                                         otherwise provided in any written employment agreement between Indemnitee and the Company
                                         (or any of its subsidiaries or Enterprise), other applicable formal severance policies
                                         duly adopted by the Board or, with respect to service as a director or officer of the
                                         Company, by the Company’s Constituent Documents or Delaware law.



 


		3.	Advancement
                                         of Expenses. Indemnitee shall have the right to advancement by the Company, prior
                                         to the final disposition of any Claim by final adjudication to which there are no further
                                         rights of appeal, of any and all Expenses actually and reasonably paid or incurred by
                                         Indemnitee in connection with any Claim arising out of an Indemnifiable Event. Indemnitee’s
                                         right to such advancement is not subject to the satisfaction of any standard of conduct.
                                         Without limiting the generality or effect of the foregoing, within 30 days after any
                                         request by Indemnitee, the Company shall, in accordance with such request, (a) pay such
                                         Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient
                                         to pay such Expenses, or (c) reimburse Indemnitee for such Expenses. In connection with
                                         any request for Expense Advances, 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. Execution and delivery to the Company of this Agreement
                                         by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid,
                                         advanced or reimbursed by the Company pursuant to this Section 3 in respect of
                                         Expenses relating to, arising out of or resulting from any Claim in respect of which
                                         it shall be determined, pursuant to Section 8, following the final disposition
                                         of such Claim, that Indemnitee is not entitled to indemnification hereunder. No other
                                         form of undertaking shall be required other than the execution of this Agreement. Indemnitee’s
                                         obligation to reimburse the Company for Expense Advances shall be unsecured and no interest
                                         shall be charged thereon.





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		4.	Indemnification
                                         for Expenses in Enforcing Rights. To the fullest extent allowable under applicable
                                         law, the Company shall also indemnify against, and, if requested by Indemnitee, shall
                                         advance to Indemnitee subject to and in accordance with Section 3, any Expenses
                                         actually and reasonably paid or incurred by Indemnitee in connection with any action
                                         or proceeding by Indemnitee for (a) indemnification or reimbursement or advance payment
                                         of Expenses by the Company under any provision of this Agreement, or under any other
                                         agreement or provision of the Constituent Documents now or hereafter in effect relating
                                         to Claims relating to Indemnifiable Events, and/or (b) recovery under any directors’
                                         and officers’ liability insurance policies maintained by the Company; provided,
                                         however, in the event that Indemnitee is ultimately determined not to be entitled to
                                         such indemnification or insurance recovery, as the case may be, then all amounts advanced
                                         under this Section 4 shall be repaid. Indemnitee shall be required to reimburse
                                         the Company in the event that a final judicial determination is made that such action
                                         brought by Indemnitee was frivolous or not made in good faith.



 


		5.	Partial
                                         Indemnity. If Indemnitee is entitled under any provision of this Agreement to indemnification
                                         by the Company for a portion of any Losses in respect of a Claim related to an Indemnifiable
                                         Event but not for the total amount thereof, the Company shall nevertheless indemnify
                                         Indemnitee for the portion thereof to which Indemnitee is entitled.



 


		6.	Notification
                                         and Defense of Claims.



 


(a)       Notification
of Claims. Indemnitee shall notify the Company in writing as soon as practicable of any Claim which could relate to an Indemnifiable
Event or for which Indemnitee could seek Expense Advances, including a brief description (based upon information then available
to Indemnitee) of the nature of, and the facts underlying, such Claim. The failure by Indemnitee to timely notify the Company
hereunder shall not relieve the Company from any liability hereunder unless the Company’s ability to participate in the
defense of such claim was materially and adversely affected by such failure.


 


(b)       Defense
of Claims. The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event at
its own expense and, except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof
with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the
defense of any such Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently
directly incurred by Indemnitee in connection with Indemnitee’s defense of such Claim other than reasonable costs of investigation
or as otherwise provided below. Indemnitee shall have the right to employ its own legal counsel in such Claim, but all Expenses
related to such counsel incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s
own expense; provided, however, that if (i) Indemnitee’s employment of its own legal counsel has been authorized by the
Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company
in the defense of such Claim, (iii) after a Change in Control, Indemnitee’s employment of its own counsel has been approved
by the Independent Counsel or (iv) the Company shall not in fact have employed counsel to assume the defense of such Claim, then
Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel
in respect of any such Claim) and all Expenses related to such separate counsel shall be borne by the Company.


 




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		7.	Procedure
                                         upon Application for Indemnification. In order to obtain indemnification pursuant
                                         to this Agreement, Indemnitee shall submit to the Company a written request therefor,
                                         including in such request such documentation and information as is reasonably available
                                         to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee
                                         is entitled to indemnification following the final disposition of the Claim, provided
                                         that documentation and information need not be so provided to the extent that the provision
                                         thereof would undermine or otherwise jeopardize attorney-client privilege. Indemnification
                                         shall be made insofar as the Company determines Indemnitee is entitled to indemnification
                                         in accordance with Section 8 below.



 


		8.	Determination
                                         of Right to Indemnification.



 


(a)       Mandatory
Indemnification; Indemnification as a Witness.


 


(i)       To
the extent that Indemnitee shall have been successful on the merits or otherwise in defense of any Claim relating to an Indemnifiable
Event or any portion thereof or in defense of any issue or matter therein, including without limitation dismissal without prejudice,
Indemnitee shall be indemnified against all Losses relating to such Claim in accordance with Section 16 to the fullest
extent allowable by law, and no Standard of Conduct Determination (as defined in Section 8(b)) shall be required.


 


(ii)       To
the extent that Indemnitee’s involvement in a Claim relating to an Indemnifiable Event is to prepare to serve and serve
as a witness, and not as a party, the Indemnitee shall be indemnified against all Losses incurred in connection therewith to the
fullest extent allowable by law and no Standard of Conduct Determination (as defined in Section 8(b)) shall be required.


 


(b)       Standard
of Conduct. To the extent that the provisions of Section 8(a) are inapplicable to a Claim related to an Indemnifiable
Event that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard
of conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating
to such Claim and any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”)
shall be made as follows:


 




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(i)       if
no Change in Control has occurred, (A) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board,
(B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than
a quorum or (C) if there are no such Disinterested Directors, by Independent Counsel in a written opinion addressed to the Board,
a copy of which shall be delivered to Indemnitee; and


 


(ii)       if
a Change in Control shall have occurred, (A) if the Indemnitee so requests in writing, by a majority vote of the Disinterested
Directors, even if less than a quorum of the Board or (B) otherwise, by Independent Counsel in a written opinion addressed to
the Board, a copy of which shall be delivered to Indemnitee.


 


The
Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for,
or advance to Indemnitee, within 30 days of such request, any and all Expenses incurred by Indemnitee in cooperating with the
person or persons making such Standard of Conduct Determination.


 


(c)       Making
the Standard of Conduct Determination. The Company shall use its reasonable best efforts to cause any Standard of Conduct
Determination required under Section 8(b) to be made as promptly as practicable. If the person or persons designated to
make the Standard of Conduct Determination under Section 8(b) shall not have made a determination within 30 days after
the later of (A) receipt by the Company of a written request from Indemnitee for indemnification pursuant to Section 8
(the date of such receipt being the “Notification Date”) and (B) the selection of an Independent Counsel, if
such determination is to be made by Independent Counsel, then Indemnitee shall be deemed to have satisfied the applicable standard
of conduct; provided that such 30-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the
person or persons making such determination in good faith requires such additional time to obtain or evaluate information relating
thereto. Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification
under this Agreement shall be required to be made prior to the final disposition of any Claim.


 


(d)       Payment
of Indemnification. If, in regard to any Losses:


 


(i)       Indemnitee
shall be entitled to indemnification pursuant to Section 8(a);


 


(ii)       no
Standard of Conduct Determination is legally required as a condition to indemnification of Indemnitee hereunder; or


 


(iii)       Indemnitee
has been determined or deemed pursuant to Section 8(b) or Section 8(c) to have satisfied the Standard of
Conduct Determination, then the Company shall pay to Indemnitee, within 10 days after the later of (A) the Notification Date
or (B) the earliest date on which the applicable criterion specified in clause (i), (ii) or (iii) is satisfied, an amount
equal to such Losses.


 




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(e)       Selection
of Independent Counsel for Standard of Conduct Determination. If a Standard of Conduct Determination is to be made by Independent
Counsel pursuant to Section 8(b)(i) the Independent Counsel shall be selected by the Board of Directors, and the Company
shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Standard
of Conduct Determination is to be made by Independent Counsel pursuant to Section 8(b)(ii), the Independent Counsel shall
be selected by Indemnitee, and Indemnitee shall give written notice to the Company advising it of the identity of the Independent
Counsel so selected. In either case, Indemnitee or the Company, as applicable, may, within five days after receiving written notice
of selection from the other, deliver to the other 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 satisfy the criteria set forth in the definition
of “Independent Counsel” in Section 1(i), and the objection shall set forth with particularity the factual
basis of such assertion. Absent a proper and timely objection, the person or firm so selected shall act as Independent Counsel.
If such written objection is properly and timely made and substantiated, (i) the Independent Counsel so 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;
and (ii) the non-objecting party may, at its option, select an alternative Independent Counsel and give written notice to the
other party advising such other party of the identity of the alternative Independent Counsel so selected, in which case the provisions
of the two immediately preceding sentences, the introductory clause of this sentence and numbered clause (i) of this sentence
shall apply to such subsequent selection and notice. If applicable, the provisions of clause (ii) of the immediately preceding
sentence shall apply to successive alternative selections. If no Independent Counsel that is permitted under the foregoing provisions
of this Section 8(e) to make the Standard of Conduct Determination shall have been selected within 20 days after the Company
gives its initial notice pursuant to the first sentence of this Section 8(e) or Indemnitee gives its initial notice pursuant
to the second sentence of this Section 8(e), as the case may be, either the Company or Indemnitee may petition the Court
of Chancery of the State of Delaware (“Delaware Court”) to resolve any objection which shall have been made
by the Company or Indemnitee to the other’s selection of Independent Counsel and/or to appoint as Independent Counsel a
person to be selected by the Court or such other person as the Court shall designate, and the person or firm with respect to whom
all objections are so resolved or the person or firm so appointed will act as Independent Counsel. In all events, the Company
shall pay all of the reasonable fees and expenses of the Independent Counsel incurred in connection with the Independent Counsel’s
determination pursuant to Section 8(b).


 




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(f)       Presumptions
and Defenses.


 


(i)       Indemnitee’s
Entitlement to Indemnification. In making any Standard of Conduct Determination, the person or persons making such determination
shall presume that Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification, and the Company
shall have the burden of proof to overcome that presumption and establish that Indemnitee is not so entitled. Any Standard of
Conduct Determination that is adverse to Indemnitee may be challenged by the Indemnitee in the Delaware Court. No determination
by the Company (including by its directors or any Independent Counsel) that Indemnitee has not satisfied any applicable standard
of conduct may be used as a defense to any legal proceedings brought by Indemnitee to secure indemnification or reimbursement
or advance payment of Expenses by the Company hereunder or create a presumption that Indemnitee has not met any applicable standard
of conduct.


 


(ii)       Reliance
as a Safe Harbor. For purposes of this Agreement, and without creating any presumption as to a lack of good faith if the following
circumstances do not exist, Indemnitee shall be deemed to have 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 Company if Indemnitee’s actions or omissions to act are taken in good
faith reliance upon the records of the Company, including its financial statements, or upon information, opinions, reports or
statements furnished to Indemnitee by the officers or employees of the Company or any of its subsidiaries in the course of their
duties, or by committees of the Board or by any other Person (including legal counsel, accountants and financial advisors) as
to matters Indemnitee reasonably believes are within such other Person’s professional or expert competence and who has been
selected with reasonable care by or on behalf of the Company. In addition, the knowledge and/or actions, or failures to act, of
any director, officer, agent or employee of the Company shall not be imputed to Indemnitee for purposes of determining the right
to indemnity hereunder.


 


(iii)       No
Other Presumptions. 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, will not create a presumption that
Indemnitee did not meet any applicable standard of conduct or have any particular belief, or that indemnification hereunder is
otherwise not permitted.


 


(iv)       Defense
to Indemnification and Burden of Proof. It shall be a defense to any action brought by Indemnitee against the Company to enforce
this Agreement (other than an action brought to enforce a claim for Losses incurred in defending against a Claim related to an
Indemnifiable Event in advance of its final disposition) that it is not permissible under applicable law for the Company to indemnify
Indemnitee for the amount claimed. In connection with any such action or any related Standard of Conduct Determination, the burden
of proving such a defense or that the Indemnitee did not satisfy the applicable standard of conduct shall be on the Company.


 




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		9.	Exclusions
                                         from Indemnification. Notwithstanding anything in this Agreement to the contrary,
                                         the Company shall not be obligated to:



 


(a)       indemnify
or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by Indemnitee, including any proceedings
against the Company or its directors, officers, employees or other indemnitees and not by way of defense, except:


 


(i)       proceedings
referenced in Section 4 above (unless a court of competent jurisdiction determines that each of the material assertions
made by Indemnitee in such proceeding was not made in good faith or was frivolous); or


 


(ii)       where
the Company has joined in or the Board has consented to the initiation of such proceedings.


 


(b)       indemnify
Indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable
law.


 


(c)       indemnify
Indemnitee for the disgorgement of profits arising from the purchase or sale by Indemnitee of securities of the Company in violation
of Section 16(b) of the Exchange Act, or any similar successor statute.


 


(d)       indemnify
or advance funds to Indemnitee for Indemnitee’s reimbursement to the Company of any bonus or other incentive-based or equity-based
compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of
the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the Sarbanes-Oxley
Act of 2002 in connection with an accounting restatement of the Company or the payment to the Company of profits arising from
the purchase or sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act).


 


		10.	Settlement
                                         of Claims. The Company shall not be liable to Indemnitee under this Agreement for
                                         any amounts paid in settlement of any threatened or pending Claim related to an Indemnifiable
                                         Event effected without the Company’s prior written consent, which shall not be
                                         unreasonably withheld; provided, however, that if a Change in Control has occurred, the
                                         Company shall be liable for indemnification of the Indemnitee for amounts paid in settlement
                                         if an Independent Counsel has approved the settlement. The Company shall not settle any
                                         Claim related to an Indemnifiable Event in any manner that would impose any Losses on
                                         the Indemnitee without the Indemnitee’s prior written consent.



 


		11.	Duration.
                                         All agreements and obligations of the Company contained herein shall continue during
                                         the period that Indemnitee is a director designee, director or officer of the Company
                                         (or is serving at the request of the Company as a director, officer, employee, member,
                                         trustee or agent of another Enterprise) and shall continue thereafter (i) so long as
                                         Indemnitee may be subject to any possible Claim relating to an Indemnifiable Event (including
                                         any rights of appeal thereto) and (ii) throughout the pendency of any proceeding (including
                                         any rights of appeal thereto) commenced by Indemnitee to enforce or interpret his or
                                         her rights under this Agreement, even if, in either case, he or she may have ceased to
                                         serve in such capacity at the time of any such Claim or proceeding.



 




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		12.	Non-Exclusivity.
                                         The rights of Indemnitee hereunder will be in addition to any other rights Indemnitee
                                         may have under the Constituent Documents, the General Corporation Law of the State of
                                         Delaware, any other contract or otherwise (collectively, “Other Indemnity Provisions”)
                                         and notwithstanding any provisions of the Constituent Documents (whether in effect as
                                         of the date hereof or as amended after the date hereof) that are contrary to the provisions
                                         of this Agreement or that would deny, diminish or encumber Indemnitee’s right to
                                         indemnification under this Agreement; provided, however, that (a) to the extent that
                                         Indemnitee otherwise would have any greater right to indemnification under any Other
                                         Indemnity Provision, Indemnitee will be deemed to have such greater right hereunder and
                                         (b) to the extent that any change is made to any Other Indemnity Provision which permits
                                         any greater right to indemnification than that provided under this Agreement as of the
                                         date hereof, Indemnitee will be deemed to have such greater right hereunder. The Company
                                         will not adopt any amendment to any of the Constituent Documents the effect of which
                                         would be to deny, diminish or encumber Indemnitee’s right to indemnification under
                                         this Agreement.



 


		13.	Liability
                                         Insurance. For the duration of Indemnitee’s service as a director designee,
                                         director and/or officer of the Company, and thereafter for so long as Indemnitee shall
                                         be subject to any pending Claim relating to an Indemnifiable Event, the Company shall
                                         use commercially reasonable efforts (taking into account the scope and amount of coverage
                                         available relative to the cost thereof) to continue to maintain in effect policies of
                                         directors’ and officers’ liability insurance providing coverage that is at
                                         least substantially comparable in scope and amount to that to be provided by the Company
                                         prior to the date hereof. In all policies of directors’ and officers’ liability
                                         insurance maintained by the Company, Indemnitee shall be named as an insured in such
                                         a manner as to provide Indemnitee the same rights and benefits as are provided to the
                                         most favorably insured of the Company’s directors and director designees, if Indemnitee
                                         is a director or director designee, or of the Company’s officers, if Indemnitee
                                         is an officer (and not a director or director designee) by such policy. Upon request,
                                         the Company will provide to Indemnitee copies of all directors’ and officers’
                                         liability insurance applications, binders, policies, declarations, endorsements and other
                                         related materials. Without limiting any other provision of this Agreement, to the extent
                                         that the Company maintains, or in the future should obtain, an insurance policy or policies
                                         providing liability insurance for persons serving on behalf of the Company or another
                                         corporation, partnership, joint venture, trust, employee benefit plan or other entity
                                         in any capacity at the request of the Company, or any of its affiliates, the Company
                                         shall use commercially reasonable efforts to include Indemnitee as an insured person
                                         at its expense under such policy or policies in accordance with its or their terms to
                                         the maximum extent of the coverage available for any such person under such policy or
                                         policies and, to the extent applicable, Indemnitee shall be a (third party) beneficiary
                                         thereof; provided that to the extent applicable and reasonably necessary Indemnitee shall
                                         abide by applicable provisions in such insurance program respecting, among other requirements,
                                         Indemnitee’s cooperation, use of counsel approved by the insurer, etc.



 




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		14.	No
                                         Duplication of Payments. The Company shall not be liable under this Agreement to
                                         make any payment to Indemnitee in respect of any Losses to the extent Indemnitee has
                                         otherwise received payment under any insurance policy, the Constituent Documents, Other
                                         Indemnity Provisions or otherwise of the amounts otherwise indemnifiable by the Company
                                         hereunder. The Company hereby acknowledges that Indemnitee may have rights to indemnification
                                         for Losses provided by another entity (“Other Indemnitor(s)”). The
                                         Company agrees with Indemnitee that the Company is the indemnitor of first resort of
                                         Indemnitee with respect to matters for which indemnification is provided under this Agreement
                                         and that the Company will be obligated to make all payments due to or for the benefit
                                         of Indemnitee under this Agreement without regard to any rights that Indemnitee may have
                                         against the Other Indemnitor(s). The Company further agrees that no payment of Expenses
                                         or Losses by the Other Indemnitor to or for the benefit of Indemnitee shall affect the
                                         obligations of the Company hereunder, and that the Company shall be obligated to repay
                                         the Other Indemnitor for all amounts so paid or reimbursed to the extent that the Company
                                         has an obligation to indemnify Indemnitee for such Expenses or Losses hereunder.



 


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



 


		16.	Indemnification
                                         and Contribution.



 


(a)       Subject
to Section 8 and Section 9 of this Agreement, the Company shall indemnify Indemnitee, to the fullest extent permitted
by the laws of the State of Delaware in effect on the date hereof, or as such laws may from time to time hereafter be amended
to increase the scope of such permitted indemnification, against any and all Losses if Indemnitee was or is or becomes a party
to or participant in, or is threatened to be made a party to or participant in, any Claim by reason of or arising in part out
of an Indemnifiable Event, including, without limitation, Claims brought by or in the right of the Company, Claims brought by
third parties, and Claims in which the Indemnitee is solely a witness.


 




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(b)       If
the indemnification provided for in Section 16(a) for any reason is held by a court of competent jurisdiction to be unavailable
to Indemnitee in respect of any Losses referred to therein, then the Company, in lieu of indemnifying Indemnitee thereunder, shall
contribute to the amount paid or payable by Indemnitee as a result of such Losses (i) in such proportion as is appropriate to
reflect the relative benefits received by the Company and Indemnitee, or (ii) if the allocation provided by clause (i) above is
not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in
clause (i) above but also the relative fault of the Company and Indemnitee in connection with the Indemnifiable Event which resulted
in such Losses, as well as any other relevant equitable considerations. In connection with any registration of the Company’s
securities, the relative benefits received by the Company and Indemnitee shall be deemed to be in the same respective proportions
that the net proceeds from the offering (before deducting expenses) received by the Company and Indemnitee, in each case as set
forth in the table on the cover page of the applicable prospectus, bear to the aggregate public offering price of the securities
so offered. The relative fault of the Company and the Indemnitee shall be determined by reference to, among other things, whether
any untrue or alleged untrue statement of a material fact or any omission or alleged omission to state a material fact relates
to information supplied by the Company or Indemnitee and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The Company and Indemnitee agree that it would not be just and
equitable if contribution pursuant to this Section 16(b) were determined by pro rata or per capita allocation or by any
other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding
sentence. In connection with the registration of the Company’s securities, in no event shall Indemnitee be required to contribute
any amount under this Section 16(b) in excess of the lesser of (i) that proportion of the total of such Losses indemnified
against equal to the proportion of the total securities sold under such registration statement which is being sold by Indemnitee,
if any or (ii) the proceeds received by Indemnitee from its sale of securities under such registration statement, if any. No person
found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act of 1933) shall be entitled
to contribution from any person who was not found guilty of such fraudulent misrepresentation.


 


		17.	Amendments.
                                         No supplement, modification or amendment of this Agreement shall be binding unless executed
                                         in writing by both of the parties hereto. No waiver of any of the provisions of this
                                         Agreement shall be binding unless in the form of a writing manually signed by the party
                                         against whom enforcement of the waiver is sought, and no such waiver shall operate as
                                         a waiver of any other provisions hereof (whether or not similar), nor shall such waiver
                                         constitute a continuing waiver. Except as specifically provided herein, no failure to
                                         exercise or any delay in exercising any right or remedy hereunder shall constitute a
                                         waiver thereof.



 


		18.	Binding
                                         Effect. This Agreement shall be binding upon and inure to the benefit of and be enforceable
                                         by the parties hereto and their respective successors (including any direct or indirect
                                         successor by purchase, merger, consolidation or otherwise to all or substantially all
                                         of the business and/or assets of the Company), assigns, spouses, heirs and personal and
                                         legal representatives. The Company shall require and cause any successor (whether direct
                                         or indirect by purchase, merger, consolidation or otherwise) to all, substantially all
                                         or a substantial part of the business and/or assets of the Company, by written agreement
                                         in form and substances satisfactory to Indemnitee, expressly to assume and agree to perform
                                         this Agreement in the same manner and to the same extent that the Company would be required
                                         to perform if no such succession had taken place.



 




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		19.	Severability.
                                         The provisions of this Agreement shall be severable in the event that any of the provisions
                                         hereof (including any portion thereof) are held by a court of competent jurisdiction
                                         to be invalid, illegal, void or otherwise unenforceable, and the remaining provisions
                                         shall remain enforceable to the fullest extent permitted by law. Upon such determination
                                         that any term or other provision is invalid, illegal or unenforceable, the parties hereto
                                         shall negotiate in good faith to modify this Agreement so as to effect the original intent
                                         of the parties as closely as possible in a mutually acceptable manner in order that the
                                         transactions contemplated hereby be consummated as originally contemplated to the greatest
                                         extent possible.



 


		20.	Notices.
                                         All notices, requests, demands and other communications hereunder shall be in writing
                                         and shall be deemed to have been duly given if delivered by hand, against receipt, or
                                         mailed, by postage prepaid, certified or registered mail:



 


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


 


(b)if
to the Company, to:



 


Vislink Technologies, Inc.


Attn: Chief Executive Officer


101 Bilby Road,
Suite 15, Building 2


Hackettstown,
New Jersey 07840


 


and


 


Vislink
Technologies, Inc.

           Attn: Chief Financial Officer

101 Bilby Road, Suite 15, Building 2


 


Hackettstown,
New Jersey 07840.


 


Notice
of change of address shall be effective only when given in accordance with this Section. All notices complying with this Section
shall be deemed to have been received on the date of hand delivery or on the third business day after mailing.


 




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		21.	Governing
                                         Law and Forum. This Agreement shall be governed by and construed and enforced in
                                         accordance with the laws of the State of Delaware applicable to contracts made and to
                                         be performed in such state without giving effect to its principles of conflicts of laws.
                                         The Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any
                                         action or proceeding arising out of or in connection with this Agreement shall be brought
                                         only in the Delaware Court and not in any other state or federal court in the United
                                         States, (b) consent to submit to the exclusive jurisdiction of the Delaware Court for
                                         purposes of any action or proceeding arising out of or in connection with this Agreement
                                         and (c) waive, and agree not to plead or make, any claim that the Delaware Court lacks
                                         venue or that any such action or proceeding brought in the Delaware Court has been brought
                                         in an improper or inconvenient forum.



 


		22.	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, including any existing director or officer indemnification agreement;
                                         provided, however, that this Agreement is a supplement to and in furtherance of the Constituent
                                         Documents, any directors and officers insurance maintained by the Company and applicable
                                         law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights
                                         of Indemnitee thereunder.



 


		23.	Headings.
                                         The headings of the sections and 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
                                         or interpretation thereof.



 


		24.	Counterparts.
                                         This Agreement may be executed in one or more counterparts, each of which shall for all
                                         purposes be deemed to be an original, but all of which together shall constitute one
                                         and the same Agreement.



 


[SIGNATURE
PAGE FOLLOWS]


 




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


 


	 	VISLINK
    TECHNOLOGIES, INC.
	 	 	 
	 	By:	 
	 	Name:	Carleton
    M. Miller
	 	Title:	Chief
    Executive Officer


 


	 	INDEMNITEE
	 	 
	 	 
	 	Name:
	 	 
	 	Address:
    


 


[Signature
Page to Vislink Technologies, Inc. Indemnification Agreement]