Exhibit 10.8


 





INDEMNIFICATION AGREEMENT 


 


THIS AGREEMENT (the "Agreement")
is made and entered into as of October 1, 2007 between Full Spectrum Inc., a Delaware corporation (the "Company"),
and Menashe Shahar ("Indemnitee").


 


WITNESSETH THAT:


 


WHEREAS, Indemnitee performs a valuable service for
the Company; and


 


WHEREAS, the Board of
Directors of the Company has adopted Bylaws and a Certificate of Incorporation (the "Charter Documents")
providing for the indemnification of the officers and directors of the Company to the maximum extent authorized by Section 145
of the Delaware General Corporation Law, as amended (the "Law"); and


 


WHEREAS, the Charter
Documents and the Law, by their nonexclusive nature, permit contracts between the Company and the officers or directors of the
Company with respect to indemnification of such officers or directors; and


 


WHEREAS,
in accordance with the authorization as provided by the Law, the Company may in its sole discretion elect to purchase and maintain
a policy or policies of directors’ and officers’
liability insurance ("D & O Insurance"), covering certain liabilities which may be incurred by its
officers or directors in the performance of their obligations to the Company; and 


 


WHEREAS, in order to
induce Indemnitee to continue to serve as an officer or director of the Company, the Company has determined and agreed to enter
into this contract with Indemnitee.


 


NOW, THEREFORE, in consideration
of the promises and the mutual covenants herein contained and other good and valuable consideration the receipt and sufficiency
of which is hereby acknowledged:


 


1.           Indemnity
of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent authorized or permitted
by the provisions of the Law, as such may be amended from time to time, and the Charter Documents, as such may be amended. In
furtherance of the foregoing indemnification, and without limiting the generality thereof:


 


(a)           Proceedings
Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided
in this Section l(a) if, by reason of his Corporate Status (as hereinafter defined), he is, or is threatened to be made, a party
to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant
to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines
and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such Proceeding or
any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Company and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct
was unlawful.


 






     


     


    

 


(b)           Proceedings
by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section
1(b) if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or participant in any Proceeding brought
by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually
and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Company; provided, however, that, if applicable law so
provides, 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 Company unless and to the extent that the Court of Chancery of
the State of Delaware shall determine that such indemnification may be made.


 


(c)           Indemnification
for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the
extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any
Proceeding, he shall be indemnified to the maximum extent permitted by law against all Expenses actually and reasonably incurred
by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful,
on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall
indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully
resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter
in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue
or matter.


 


2.
          Additional Indemnity. In addition to, and without regard to
any limitations on, the indemnification provided for in Section 1, the Company shall and hereby does indemnify and hold harmless
Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably 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 any
Proceeding (including a Proceeding by or in the right of the Company), 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 Company’s
obligations pursuant to this Agreement shall be that the Company 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 Sections 6 and 7 hereof) to be unlawful
under Delaware law. 


 






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3.           Contribution
in the Event of Joint Liability.


 


(a)
          Whether or not the indemnification provided in Sections 1 and 2
hereof is available, in respect of any threatened, pending or completed action, suit or proceeding in which Company is
jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), Company shall pay, in the first
instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring Indemnitee to
contribute to such payment and Company hereby waives and relinquishes any right of contribution it may have against
Indemnitee. Company shall not enter into any settlement of any action, suit or proceeding in which Company is jointly liable
with Indemnitee (or would be if joined in such action, suit or 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 Company
set forth in the preceding subparagraph, 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 Company is jointly
liable with Indemnitee (or would be if joined in such action, suit or proceeding), Company shall contribute to the amount of
expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in
proportion to the relative benefits received by the Company and all officers, directors or employees of the Company other
than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one
hand, and Indemnitee, on the other hand, from the transaction from which such action, suit or proceeding arose; provided,
however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be
further adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company
other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on
the one hand, and Indemnitee, on the other hand, in connection with the events that resulted in such expenses, judgments,
fines or settlement amounts, as well as any other equitable considerations which the law may require to be considered. The
relative fault of the Company and all officers, directors or employees of the Company other than Indemnitee who are jointly
liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the
other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by
intent to gain personal profit or advantage, the degree to which their liability is primary or secondary, and the degree to
which their conduct is active or passive. 


 


(c)           Company
hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers,
directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.


 


4.           Indemnification
for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason
of his Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses
actually and reasonably incurred by him or on his behalf in connection therewith.


 






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5.           Advancement
of Expenses. Notwithstanding any other provision of this Agreement,
the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s
Corporate Status within ten (10) days after the receipt by the Company of a statement or statements from Indemnitee requesting
such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or
statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by an
undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee
is not entitled to be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall
be unsecured and interest free. Notwithstanding the foregoing, the obligation of the Company to advance Expenses pursuant to this
Section 5 shall be subject to the condition that, if, when and to the extent that the Company determines that Indemnitee would
not be permitted to be indemnified under applicable law, the Company shall be entitled to be reimbursed, within thirty (30) days
of such determination, by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided,
however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure
a determination that Indemnitee should be indemnified under applicable law, any determination made by the Company that Indemnitee
would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse
the Company for any advance of Expenses until a final judicial determination is made with respect thereto (as to which all rights
of appeal therefrom have been exhausted or lapsed).


 


6.            Procedures
and Presumptions for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure for Indemnitee
rights of indemnity that are as favorable as may be permitted under the law and public policy of the State of Delaware. Accordingly,
the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee
is entitled to indemnification under this Agreement:


 


(a)           To
obtain indemnification (including, but not limited to, the advancement of Expenses and contribution by the Company) under this
Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information
as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled
to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the
Board of Directors in writing that Indemnitee has requested indemnification.


 


(b)
          Upon written request by Indemnitee for indemnification pursuant to
the first sentence of Section 6(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s
entitlement thereto shall be made in the specific case by one of the following three methods, which shall be at the election of
Indemnitee: (1) by a majority vote of the Disinterested Directors (as defined herein), even though less than a quorum, or (2) by
Independent Counsel (as defined herein) in a written opinion, or (3) by the stockholders. 


 






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(c)
          If the determination of entitlement to indemnification is to be
made by Independent Counsel pursuant to Section 6(b) hereof, the Independent Counsel shall be selected as provided in this
Section 6(c). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be
made by the Board of Directors). Indemnitee or the Company, as the case may be, may, within 10 days after such written notice
of selection shall have been given, deliver to the Company or to Indemnitee, as the case
may be, 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 Section
13 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a
proper and timely objection, the person so selected shall 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 twenty (20) days after submission by
Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof, no Independent Counsel shall have been
selected and not objected to, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware or
other court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee
to the other’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
shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as
Independent Counsel under Section 6(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent
Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6(b) hereof, and the Company shall
pay all reasonable fees and expenses incident to the procedures of this Section 6(c), regardless of the manner in which such
Independent Counsel was selected or appointed. 


 


(d)           In
making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination
shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification
in accordance with Section 6(a) of this Agreement. Anyone seeking to overcome this presumption shall have the burden of proof and
the burden of persuasion, by clear and convincing evidence.


 


(e)
          Indemnitee shall be deemed to have acted in good faith if Indemnitee’s
action is based on the records or books of account of the Enterprise (as defined herein), including financial statements, or
on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of
legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent
certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition,
the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be
imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the
foregoing provisions of this Section 6(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times
acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company.
Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion, by clear and
convincing evidence. 


 






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(f)
          If the person, persons or entity empowered or selected under
Section 6 to determine whether Indemnitee is entitled to indemnification shall not have made a determination within thirty
(30) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification
shall be deemed to have been made and Indemnitee shall be entitled
to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact
necessary to make Indemnitee’s statement not
materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification
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 entity making the determination with respect to entitlement
to indemnification in good faith requires such additional time for the obtaining or evaluating documentation and/or
information relating thereto; and provided, further, that the foregoing provisions of this Section 6(f) shall not apply if
the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 6(b) of this
Agreement and if (A) within fifteen (15) days after receipt by the Company of the request for such determination the Board of
Directors or the Disinterested Directors, if appropriate, resolve to submit such determination to the stockholders for their
consideration at an annual meeting thereof to be held within seventy-five (75) days after such receipt and such determination
is made thereat, or (B) a special meeting of stockholders is called within fifteen (15) days after such receipt for the
purpose of making such determination, such meeting is held for such purpose within sixty (60) days after having been so
called and such determination is made thereat. 


 


(g)
          Indemnitee shall cooperate with the person, persons or entity making
such determination with respect to Indemnitee’s entitlement
to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or
information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and
reasonably necessary to such determination. Any Independent Counsel, member of the Board of Directors, or stockholder of the Company
shall act reasonably and in good faith in making a determination under the Agreement of the Indemnitee’s entitlement to
indemnification. Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating
with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination
as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless
therefrom. 


 


(h)           The
Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to
avoid expense, delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which Indemnitee
is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement
of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee
has been successful on the merits or otherwise in such action, suit or proceeding. Anyone seeking to overcome this presumption
shall have the burden of proof and the burden of persuasion, by clear and convincing evidence.


 






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7.            Remedies
of Indemnitee.


 


(a)
          In the event that (i) a determination is made pursuant to Section
6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is
not timely made pursuant to Section 5 of this Agreement, (iii) no determination
of entitlement to indemnification shall have been made pursuant to Section 6(b) of this Agreement within ninety (90) days
after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this
Agreement within ten (10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification
is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such
determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an
adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of his
entitlement to such indemnification. Indemnitee shall commence such proceeding seeking an adjudication within one hundred and
eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this
Section 7(a). The Company shall not oppose Indemnitee’s
right to seek any such adjudication. 


 


(b)           In
the event that a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is not entitled
to indemnification, any judicial proceeding commenced pursuant to this Section 7 shall be conducted in all respects as a de
novo trial, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination under Section 6(b).


 


(c)           If
a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 7, absent a prohibition
of such indemnification under applicable law.


 


(d)
          In the event that Indemnitee, pursuant to this Section 7, seeks
a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement, or to recover under any
directors’ and officers’
liability insurance policies maintained by the Company, the Company shall pay on his behalf, in advance, any and all expenses
(of the types described in the definition of Expenses in Section 13 of this Agreement) actually and reasonably incurred by
him in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such
indemnification, advancement of expenses or insurance recovery.


 


(e)           The
Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the procedures and
presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is
bound by all the provisions of this Agreement.


 






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8.            Non-Exclusivity;
Survival of Rights; Insurance; Subrogation.


 


(a)
          The rights of indemnification as provided by this Agreement shall
not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Charter
Documents, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or
repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in
respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or
repeal. To the extent that a change in the Law, whether by statute or judicial decision, permits greater indemnification than
would be afforded currently under the Charter Documents and this Agreement, it is the intent of the parties hereto that
Indemnitee shall 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.


 


(b)           To
the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees,
or agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise which such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies
in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee
or agent under such policy or policies.


 


(c)           In
the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including
execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.


 


(d)           The
Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the
extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.


 


9.           Exception
to Right of Indemnification. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification
under this Agreement with respect to any Proceeding brought by Indemnitee, or any claim therein, unless (a) the bringing of such
Proceeding or making of such claim shall have been approved by the Board of Directors of the Company or (b) such Proceeding is
being brought by the Indemnitee to assert, interpret or enforce his rights under this Agreement.


 


10.            Duration
of Agreement. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee
is an officer or director of the Company (or is or was serving at the request of the Company as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so long
as Indemnitee shall be subject to any Proceeding (or any proceeding commenced under Section 7 hereof) by reason of
his Corporate Status, whether or not he is acting or serving in any such capacity at the time any liability or expense is
incurred for which indemnification can be provided under this Agreement. 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 or assets of the
Company), assigns, spouses, heirs, executors and personal and legal representatives. This Agreement shall continue in effect
regardless of whether Indemnitee continues to serve as an officer or director of the Company or any other Enterprise
at the Company’s request. 


 






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11.          Security.
To the extent requested by the Indemnitee and approved by the Board of Directors of the Company, the Company may at any time and
from time to time provide security to the Indemnitee for the Company’s
obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided
to the Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee. 


 


12.         
Enforcement.


 


(a)           The
Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby
in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is
relying upon this Agreement in serving as an officer or director of the Company.


 


(b)           This
Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes
all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter
hereof.


 


13.          Definitions.
For purposes of this Agreement:


 


(a)           "Corporate
Status" describes the status of a person who is or was a director, officer, employee or agent or fiduciary of the
Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person
is or was serving at the express written request of the Company.


 


(b)           "Disinterested
Director" means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification
is sought by Indemnitee.


 


(c)           "Enterprise"
shall mean the Company and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise
of which Indemnitee is or was serving at the express written request of the Company as a director, officer, employee, agent or
fiduciary.


 


(d)
          "Expenses" shall include all reasonable attorneys’
fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and
binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily
incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or
preparing to be a witness in a Proceeding. 




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(e)
          "Independent Counsel" means a law firm, or
a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years
has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect
to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or
(ii) any other party to the Proceeding 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. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to
fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement
or its engagement pursuant hereto. 


 


(f)           "Proceeding"
includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of
the Company or otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee was, is or will be involved
as a party or otherwise, by reason of the fact that Indemnitee is or was a director of the Company, by reason of any action taken
by him or of any inaction on his part while acting as an officer or director of the Company, or by reason of the fact that he is
or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other Enterprise; in each case whether or not he is acting or serving in any such capacity at the time any liability
or expense is incurred for which indemnification can be provided under this Agreement; including one pending on or before the date
of this Agreement; and excluding one initiated by an Indemnitee pursuant to Section 7 of this Agreement to enforce his rights under
this Agreement.


 


14.         Severability.
If any provision or provisions of this Agreement shall be held by a court of competent jurisdiction to be invalid, void, illegal
or otherwise unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions
of this Agreement (including without limitation, each portion of any Section of this Agreement containing any such provision held
to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected
or impaired thereby and shall remain enforceable to the fullest extent permitted by law; and (b) to the fullest extent possible,
the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any
such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed
so as to give effect to the intent manifested thereby.


 


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


 




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16.          Notice
By Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena,
complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification
covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation which it may have to the
Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudices the
Company.


 


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


 


(a)
          If to Indemnitee, to the address set forth below Indemnitee’s
signature hereto. 


 


(b)           If
to the Company, to:


 


Full Spectrum Inc.


258 Iris Street


Redwood City, CA 94062


 


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


 


18.         Identical
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to
be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the
party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.


 


19.          Headings.
The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part
of this Agreement or to affect the construction thereof.


 


20.         Governing Law.
The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State
of Delaware without application of the conflict of laws principles thereof.


 


21.          Gender.
Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate.


 




    11


     


    

  


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


 





	 	FULL SPECTRUM INC.
	 	 
	 	By:	 
	 	 
	 	Name: 	Stewart Kantor
	 	 
	 	Title: 	President
	 	 
	 	Indemnitee




	 	 
	 	 
	 	Menashe Shahar
	 	 
	 	Address: