Exhibit 10.1


 


INDEMNITY AGREEMENT


 


THIS INDEMNITY AGREEMENT
(this “Agreement”) is made as of [●], by and between Amicus Therapeutics, Inc., a Delaware corporation
(the “Corporation”), and [●] (“Indemnitee”).


 


WHEREAS, highly competent
persons have become more reluctant to serve publicly held corporations as directors, officers or in other capacities unless they are
provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against
them arising out of their service to and activities on behalf of such corporations;


 


WHEREAS, the uncertainties
relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;


 


WHEREAS, the Board
has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Corporation’s
stockholders and that the Corporation should act to assure such persons that there will be increased certainty of such protection in
the future;


 


WHEREAS, the Board
of Directors of the Corporation (the “Board”) has determined that, in order to attract and retain qualified
individuals, the Corporation will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons
serving the Corporation and its subsidiaries from certain liabilities. The certificate of incorporation of the Corporation limits the
liability of the members of the Board to the fullest extent permitted by the Delaware General Corporation Law, and the bylaws of the
Corporation (the “Bylaws”) provide that the Corporation will indemnify them to the fullest extent permitted
by such law. The Bylaws provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that
contracts may be entered into between the Corporation and members of the Board, officers and other persons with respect to indemnification
and advancement rights;


 


WHEREAS, it is reasonable,
prudent and necessary for the Corporation contractually to obligate itself to indemnify and to advance expenses on behalf of, such persons
to the fullest extent permitted by applicable law so that they will serve or continue to serve the Corporation free from undue concern
that they will not be so protected against liabilities; and


 


WHEREAS, this Agreement
is a supplement to and in furtherance of the Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute
therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.


 


NOW, THEREFORE, in
consideration of the premises and the covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the Corporation
and Indemnitee do hereby covenant and agree as follows:


 


	1.	SERVICES TO THE CORPORATION



 


In consideration of the Corporation’s
covenants and obligations hereunder, Indemnitee will serve or continue to serve as an officer, director, advisor, key employee or
in any other capacity of the Corporation, as applicable, for so long as Indemnitee is duly elected, appointed or retained or until Indemnitee
tenders his or her resignation or until Indemnitee is removed. The foregoing notwithstanding, this Agreement shall continue in full force
and effect after Indemnitee has ceased to serve as a director, officer, advisor, key employee or in any other capacity of the Corporation,
as provided in Section 17. This Agreement, however, shall not impose any obligation on Indemnitee or the Corporation to continue
Indemnitee’s service to the Corporation beyond any period otherwise required by law or by other agreements or commitments of the
parties, if any.


 






     


     


    

 


	2.	DEFINITIONS



 


As used in this Agreement:


 


		(a)	References to “agent”
                                            shall mean any person who is or was a director, officer or employee of the Corporation or
                                            a subsidiary of the Corporation or other person authorized by the Corporation to act for
                                            the Corporation, to include such person serving in such capacity as a director, officer,
                                            employee, advisor, fiduciary or other official of another corporation, partnership, limited
                                            liability company, joint venture, trust or other enterprise at the request of, for the convenience
                                            of, or to represent the interests of the Corporation or a subsidiary of the Corporation.



 


		(b)	The terms “Beneficial Owner”
                                            and “Beneficial Ownership” shall have the meanings set forth in
                                            Rule 13d-3 promulgated under the Exchange Act as in effect on the date hereof.



 


		(c)	A “Change in Control”
                                            shall be deemed to occur upon the earliest to occur after the date of this Agreement of any
                                            of the following events:



 


		(i)	Acquisition of Shares by Third Party.
                                            Any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the
                                            Corporation representing fifteen percent (15%) or more of the combined voting power of the
                                            Corporation’s then outstanding securities entitled to vote generally in the election
                                            of directors, unless (1) the change in the relative Beneficial Ownership of the Corporation’s
                                            securities by any Person results solely from a reduction in the aggregate number of outstanding
                                            shares of securities entitled to vote generally in the election of directors, or (2) such
                                            acquisition was approved in advance by the Continuing Directors and such acquisition would
                                            not constitute a Change in Control under part (iii) of this definition;



 


		(ii)	Change in Board of Directors. Individuals
                                            who, as of the date hereof, constitute the Board, and any new director whose election by
                                            the Board or nomination for election by the Corporation’s stockholders was approved
                                            by a vote of at least two thirds of the directors then still in office who were directors
                                            on the date hereof or whose election or nomination for election was previously so approved
                                            (collectively, the “Continuing Directors”), cease for any reason
                                            to constitute at least a majority of the members of the Board;



 






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		(iii)	Corporate Transactions. The effective
                                            date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar
                                            business combination, involving the Corporation and one or more businesses (a “Business
                                            Combination”), in each case, unless, following such Business Combination: (1) all
                                            or substantially all of the individuals and entities who were the Beneficial Owners of securities
                                            entitled to vote generally in the election of directors immediately prior to such Business
                                            Combination beneficially own, directly or indirectly, more than 51% of the combined voting
                                            power of the then outstanding securities of the Corporation entitled to vote generally in
                                            the election of directors resulting from such Business Combination (including, without limitation,
                                            a corporation which as a result of such transaction owns the Corporation or all or substantially
                                            all of the Corporation’s assets either directly or through one or more Subsidiaries)
                                            in substantially the same proportions as their ownership immediately prior to such Business
                                            Combination, of the securities entitled to vote generally in the election of directors; (2) no
                                            Person (excluding any corporation resulting from such Business Combination) is the Beneficial
                                            Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding
                                            securities entitled to vote generally in the election of directors of the surviving corporation
                                            except to the extent that such ownership existed prior to the Business Combination; and (3) at
                                            least a majority of the board of directors of the corporation resulting from such Business
                                            Combination were Continuing Directors at the time of the execution of the initial agreement,
                                            or of the action of the Board, providing for such Business Combination;



 


		(iv)	Liquidation. The approval by the
                                            stockholders of the Corporation of a complete liquidation of the Corporation or an agreement
                                            or series of agreements for the sale or disposition by the Corporation of all or substantially
                                            all of the Corporation’s assets, other than factoring the Corporation’s current
                                            receivables or escrows due (or, if such approval is not required, the decision by the Board
                                            to proceed with such a liquidation, sale, or disposition in one transaction or a series of
                                            related transactions); or



 


		(v)	Other Events. There occurs any other
                                            event of a nature that would be required to be reported in response to Item 6(e) of
                                            Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule
                                            or form) promulgated under the Exchange Act, whether or not the Corporation is then subject
                                            to such reporting requirement.



 


		(d)	“Corporate Status”
                                            describes the status of a person who is or was a director, officer, trustee, general partner,
                                            manager, managing member, fiduciary, employee or agent of the Corporation or of any other
                                            Enterprise which such person is or was serving at the request of the Corporation.



 


		(e)	“Delaware Court”
                                            shall mean the Court of Chancery of the State of Delaware.



 






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



 


		(g)	“Enterprise”
                                            shall mean the Corporation and any other corporation, constituent corporation (including
                                            any constituent of a constituent) absorbed in a consolidation or merger to which the Corporation
                                            (or any of its wholly owned subsidiaries) is a party, limited liability company, partnership,
                                            joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or
                                            was serving at the request of the Corporation as a director, officer, trustee, general partner,
                                            managing member, manager, fiduciary, employee or agent.



 


		(h)	“Exchange Act”
                                            shall mean the Securities Exchange Act of 1934, as amended.



 


		(i)	“Expenses” shall
                                            include all direct and indirect costs, fees and expenses of any type or nature whatsoever,
                                            including, without limitation, all reasonable attorneys’ fees and costs, retainers,
                                            court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private
                                            investigators and professional advisors, duplicating costs, printing and binding costs, telephone
                                            charges, postage, delivery service fees, fax transmission charges, secretarial services and
                                            all other disbursements, obligations or expenses in connection with prosecuting, defending,
                                            preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement
                                            or appeal of, or otherwise participating in, a Proceeding, including reasonable compensation
                                            for time spent by the Indemnitee for which he or she is not otherwise compensated by the
                                            Corporation or any third party. Expenses also shall include Expenses incurred in connection
                                            with any appeal resulting from any Proceeding, including, without limitation, the principal,
                                            premium, security for, and other costs relating to any cost bond, supersedeas bond, or other
                                            appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement
                                            by Indemnitee or the amount of judgments or fines against Indemnitee.



 


		(j)	References to “fines”
                                            shall include any excise tax assessed on Indemnitee with respect to any employee benefit
                                            plan.



 


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



 


		(l)	“Independent Counsel”
                                            shall mean a law firm or a member of a law firm with significant experience in matters of
                                            corporate law and that neither presently is, nor in the past five years has been, retained
                                            to represent: (i) the Corporation or Indemnitee in any matter material to either such
                                            party (other than with respect to matters concerning 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 Corporation or Indemnitee in an action
                                            to determine Indemnitee’s rights under this Agreement.



 






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		(m)	The term “Person”
                                            shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange
                                            Act as in effect on the date hereof; provided, however, that “Person”
                                            shall exclude: (i) the Corporation; (ii) any Subsidiaries of the Corporation; (iii) any
                                            employment benefit plan of the Corporation or of a Subsidiary of the Corporation or of any
                                            corporation owned, directly or indirectly, by the stockholders of the Corporation in substantially
                                            the same proportions as their ownership of shares of the Corporation; and (iv) any trustee
                                            or other fiduciary holding securities under an employee benefit plan of the Corporation or
                                            of a Subsidiary of the Corporation or of a corporation owned directly or indirectly by the
                                            stockholders of the Corporation in substantially the same proportions as their ownership
                                            of shares of the Corporation.



 


		(n)	The term “Proceeding”
                                            shall include any threatened, pending or completed action, suit, arbitration, mediation,
                                            alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or
                                            any other actual, threatened or completed proceeding, whether brought in the right of the
                                            Corporation or otherwise and whether of a civil (including intentional or unintentional tort
                                            claims), criminal, administrative or investigative or related nature, in which Indemnitee
                                            was, is, will or might be involved as a party or otherwise by reason of the fact that Indemnitee
                                            is or was a director or officer of the Corporation, by reason of any action (or failure to
                                            act) taken by him or her or of any action (or failure to act) on his or her part while acting
                                            as a director or officer of the Corporation, or by reason of the fact that he or she is or
                                            was serving at the request of the Corporation as a director, officer, trustee, general partner,
                                            managing member, manager, fiduciary, employee or agent of any other Enterprise, in each case
                                            whether or not serving in such capacity at the time any liability or expense is incurred
                                            for which indemnification or advancement of expenses can be provided under this Agreement.



 


		(o)	The term “Subsidiary,”
                                            with respect to any Person, shall mean any corporation, limited liability company, partnership,
                                            joint venture, trust or other entity of which a majority of the voting power of the voting
                                            equity securities or equity interest is owned, directly or indirectly, by that Person.



 


		(p)	The phrase “to the fullest extent
                                            permitted by applicable law” shall include, but not be limited to: (a) to the
                                            fullest extent authorized or permitted by the provision of applicable Delaware law that authorizes
                                            or contemplates additional indemnification by agreement, or the corresponding provision of
                                            any amendment to or replacement of applicable Delaware law, and (b) to the fullest extent
                                            authorized or permitted by any amendments to or replacements of applicable Delaware law adopted
                                            after the date of this Agreement that increase the extent to which a corporation may indemnify
                                            its officers and directors.



 






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	3.	INDEMNITY IN THIRD-PARTY PROCEEDINGS



 


To the fullest extent permitted
by applicable law, the Corporation shall indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee
was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding, other than
a Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of Indemnitee’s Corporate Status.
Pursuant to this Section 3, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses, judgments,
liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in
connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually, and reasonably
incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee
acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation and,
in the case of a criminal Proceeding, had no reasonable cause to believe that his or her conduct was unlawful; provided that no
indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to
the Corporation unless and only to the extent that the Delaware Court or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all the circumstances of the Proceeding, Indemnitee
is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court or such other court shall deem proper.


 


	4.	INDEMNITY IN PROCEEDINGS BY OR IN
                                            THE RIGHT OF THE CORPORATION



 


To the fullest extent permitted
by applicable law, the Corporation shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee
was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding by or in the
right of the Corporation to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee
shall be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by him or her or on his or her
behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of the Corporation. No indemnification for Expenses shall be
made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a
court of competent jurisdiction to be liable to the Corporation, unless and only to the extent that any court in which the Proceeding
was brought or the Delaware Court shall determine upon application that, despite the adjudication of liability but in view of all the
circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification, to be held harmless or to exoneration.


 






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	5.	INDEMNIFICATION FOR EXPENSES OF A
                                            PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL



 


Notwithstanding any other
provisions of this Agreement, but subject to Section 27, to the extent that Indemnitee was or is, by reason of Indemnitee’s
Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of
any claim, issue or matter therein, in whole or in part, the Corporation shall, to the fullest extent permitted by applicable law, indemnify
Indemnitee against all Expenses actually and reasonably incurred by him or her 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 Corporation shall, to the fullest extent permitted by applicable law, indemnify Indemnitee against all Expenses actually
and reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved claim, issue or matter. If
Indemnitee is not wholly successful in such Proceeding, the Corporation also shall, to the fullest extent permitted by applicable law,
indemnify Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue,
or matter on which Indemnitee was successful. For purposes of this Section 5 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.


 


	6.	INDEMNIFICATION FOR EXPENSES OF A
                                            WITNESS



 


Notwithstanding any other
provision of this Agreement, but subject to Section 27, to the extent that Indemnitee is, by reason of his or her Corporate Status,
a witness or deponent in any Proceeding to which Indemnitee is not a party or threatened to be made a party, he or she shall, to the
fullest extent permitted by applicable law, be indemnified, held harmless and exonerated against all Expenses actually and reasonably
incurred by him or her or on his or her behalf in connection therewith.


 


	7.	ADDITIONAL INDEMNIFICATION RIGHTS



 


Notwithstanding any limitation
in Sections 3, 4 or 5, but subject to Section 27, the Corporation shall, to the fullest extent permitted by applicable law,
indemnify Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in
the right of the Corporation to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in
settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses,
judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding.
No indemnification rights shall be available under this Section 7 on account of Indemnitee’s conduct which constitutes a breach
of Indemnitee’s duty of loyalty to the Corporation or its stockholders or is an act or omission not in good faith or which involves
intentional misconduct or a knowing violation of the law.


 






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	8.	CONTRIBUTION IN THE EVENT OF JOINT
                                            LIABILITY



 


		(a)	To the fullest extent permissible under
                                            applicable law, if the indemnification rights provided for in this Agreement are unavailable
                                            to Indemnitee in whole or in part for any reason whatsoever, the Corporation, in lieu of
                                            indemnifying Indemnitee, shall pay, in the first instance, the entire amount incurred by
                                            Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid
                                            in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee
                                            to contribute to such payment, and the Corporation hereby waives and relinquishes any right
                                            of contribution it may have at any time against Indemnitee.



 


		(b)	The Corporation shall not enter into any
                                            settlement of any Proceeding in which the Corporation is jointly liable with Indemnitee (or
                                            would be if joined in such Proceeding) unless such settlement provides for a full and final
                                            release of all claims asserted against Indemnitee.



 


		(c)	The Corporation hereby agrees to fully
                                            indemnify Indemnitee from any claims for contribution which may be brought by officers, directors
                                            or employees of the Corporation other than Indemnitee who may be jointly liable with Indemnitee.
                                            Indemnitee shall seek payments or advances from the Corporation only to the extent that such
                                            payments or advances are unavailable from any insurance policy of the Corporation covering
                                            Indemnitee.



 


	9.	EXCLUSIONS



 


Notwithstanding any provision
in this Agreement, but subject to Section 27, the Corporation shall not be obligated under this Agreement to make any indemnification
or advance Expenses payment in connection with any claim made against Indemnitee:


 


		(a)	for which payment has actually been received
                                            by or on behalf of Indemnitee under any insurance policy or other indemnity or advancement
                                            provision and which payment has not subsequently been returned, except with respect to any
                                            excess beyond the amount actually received under any insurance policy, contract, agreement,
                                            other indemnity or advancement provision or otherwise;



 


		(b)	for an accounting of profits made from
                                            the purchase and sale (or sale and purchase) by Indemnitee of securities of the Corporation
                                            within the meaning of Section 16(b) of the Exchange Act (or any successor rule)
                                            or similar provisions of state statutory law or common law; or



 


		(c)	except as otherwise provided in Sections 14(f) and
                                            (g) hereof, prior to a Change in Control, in connection with any Proceeding (or any
                                            part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of
                                            any Proceeding) initiated by Indemnitee against the Corporation or its directors, officers,
                                            employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any
                                            part of any Proceeding) prior to its initiation or (ii) the Corporation provides the
                                            indemnification payment, in its sole discretion, pursuant to the powers vested in the Corporation
                                            under applicable law.



 






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	10.	ADVANCES OF EXPENSES; DEFENSE OF
                                            CLAIM



 


		(a)	Notwithstanding any provision of this
                                            Agreement to the contrary, but subject to Section 27, and to the fullest extent not
                                            prohibited by applicable law, the Corporation shall pay the Expenses incurred by Indemnitee
                                            (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in
                                            connection with any Proceeding within ten (10) days after the receipt by the Corporation
                                            of a statement or statements requesting such advances from time to time, prior to the final
                                            disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be
                                            unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made
                                            without regard to Indemnitee’s ability to repay the Expenses and without regard to
                                            Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under
                                            the other provisions of this Agreement. Advances shall include any and all reasonable Expenses
                                            incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred
                                            preparing and forwarding statements to the Corporation to support the advances claimed. To
                                            the fullest extent required by applicable law, such payments of Expenses in advance of the
                                            final disposition of the Proceeding shall be made only upon the Corporation’s receipt
                                            of an undertaking, by or on behalf of Indemnitee, to repay the advanced amounts only if,
                                            and to the extent that it is ultimately determined that Indemnitee is not entitled to be
                                            indemnified by the Corporation under the provisions of this Agreement, the Bylaws, applicable
                                            law or otherwise. If it shall be determined by a final judgment or other final adjudication
                                            that Indemnitee was not so entitled to indemnification, any advancement shall be returned
                                            to the Corporation (without interest) by the Indemnitee. This Section 10(a) shall
                                            not apply to any claim made by Indemnitee for which an indemnification payment is excluded
                                            pursuant to Section 9, but shall apply to any Proceeding referenced in Section 9(b) prior
                                            to a final determination that Indemnitee is liable therefor.



 


		(b)	The Corporation will be entitled to participate
                                            in the Proceeding at its own expense.



 


		(c)	The Corporation shall not settle any action,
                                            claim or Proceeding (in whole or in part) which would impose any Expense, judgment, fine,
                                            penalty or limitation on Indemnitee without Indemnitee’s prior written consent.



 


	11.	PROCEDURE FOR NOTIFICATION AND APPLICATION
                                            FOR INDEMNIFICATION



 


		(a)	Indemnitee shall, as a condition precedent
                                            to the right to be indemnified under this Agreement, notify the Corporation in writing as
                                            soon as practicable of any claim made against Indemnitee for which indemnification rights
                                            or advancement of Expenses, will or could be sought under this Agreement.



 


		(b)	Such notice of a claim shall include a
                                            request to indemnify Indemnitee in accordance with this Agreement, and shall be delivered
                                            to the Corporation in accordance with Section 21 of this Agreement. In addition, Indemnitee
                                            shall give the Corporation such information and cooperation as it may reasonably require
                                            and as shall be within Indemnitee's power. Following the Corporation’s receipt of such
                                            request for indemnification, Indemnitee’s entitlement to indemnification shall
                                            be determined according to Section 12(a) of this Agreement.



 






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	12.	PROCEDURE UPON APPLICATION FOR INDEMNIFICATION



 


		(a)	A determination, if required by applicable
                                            law, with respect to Indemnitee’s entitlement to indemnification shall be made in the
                                            specific case by one of the following methods, which shall be at the election of Indemnitee:
                                            (i) by a majority vote of the Disinterested Directors, even though less than a quorum
                                            of the Board, (ii) by a committee of such directors designated by majority vote of such
                                            directors, (iii) if there are no Disinterested Directors or if such directors so direct,
                                            by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered
                                            to Indemnitee, or (iv) by vote of the stockholders by ordinary resolution. The Corporation
                                            promptly will advise Indemnitee in writing with respect to any determination that Indemnitee
                                            is or is not entitled to indemnification, including a description of any reason or basis
                                            for which indemnification has been denied. If it is so determined that Indemnitee is entitled
                                            to indemnification, payment to Indemnitee shall be made within ten (10) days after such
                                            determination. Indemnitee shall reasonably 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 costs
                                            or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee
                                            in so cooperating with the person, persons or entity making such determination shall be borne
                                            by the Corporation (irrespective of the determination as to Indemnitee’s entitlement
                                            to indemnification) and the Corporation hereby agrees to indemnify therefrom.



 


		(b)	In the event the determination of entitlement
                                            to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof,
                                            the Independent Counsel shall be selected as provided in this Section 12(b). The Independent
                                            Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection
                                            be made by the Board), and Indemnitee shall give written notice to the Corporation advising
                                            it of the identity of the Independent Counsel so selected and certifying that the Independent
                                            Counsel so selected meets the requirements of “Independent Counsel” as defined
                                            in Section 2 of this Agreement. If the Independent Counsel is selected by the Board,
                                            the Corporation shall give written notice to Indemnitee advising him or her of the identity
                                            of the Independent Counsel so selected and certifying that the Independent Counsel so selected
                                            meets the requirements of “Independent Counsel” as defined in Section 2
                                            of this Agreement. In either event, Indemnitee or the Corporation, as the case may be,
                                            may, within ten (10) days after such written notice of selection shall have been received,
                                            deliver to the Corporation 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 2 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 such written objection
                                            is so made and substantiated, the Independent Counsel so selected may not serve as Independent
                                            Counsel unless and until such objection is withdrawn or a court of competent jurisdiction
                                            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 11(b) hereof,
                                            no Independent Counsel shall have been selected and not objected to, either the Corporation
                                            or Indemnitee may petition the Delaware Court for resolution of any objection which shall
                                            have been made by the Corporation or Indemnitee to the other’s selection of Independent
                                            Counsel and/or for the appointment as Independent Counsel of a person selected by the Delaware
                                            Court, and the person with respect to whom all objections are so resolved or the person so
                                            appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the
                                            due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of
                                            this Agreement, Independent Counsel shall be discharged and relieved of any further
                                            responsibility in such capacity (subject to the applicable standards of professional conduct
                                            then prevailing).



 






    	 	10	 



     


    

 


		(c)	The Corporation agrees to pay the reasonable
                                            fees and expenses of Independent Counsel and to fully indemnify such Independent Counsel
                                            against any and all Expenses, claims, liabilities and damages arising out of or relating
                                            to this Agreement or its engagement pursuant hereto.



 


	13.	PRESUMPTIONS AND EFFECT OF CERTAIN
                                            PROCEEDINGS



 


		(a)	In making a determination with respect
                                            to entitlement to indemnification hereunder, the person, 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 11(b) of
                                            this Agreement, and the Corporation shall have the burden of proof to overcome that presumption
                                            in connection with the making by any person, persons or entity of any determination contrary
                                            to that presumption. Neither the failure of the Corporation (including by the Disinterested
                                            Directors or Independent Counsel) to have made a determination prior to the commencement
                                            of any action pursuant to this Agreement that indemnification is proper in the circumstances
                                            because Indemnitee has met the applicable standard of conduct, nor an actual determination
                                            by the Corporation (including by the Disinterested Directors or Independent Counsel) that
                                            Indemnitee has not met such applicable standard of conduct, shall be a defense to the action
                                            or create a presumption that Indemnitee has not met the applicable standard of conduct.



 


		(b)	If the person, persons or entity empowered
                                            or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled
                                            to indemnification shall not have made a determination within thirty (30) days after receipt
                                            by the Corporation of the request therefor, the requisite determination of entitlement to
                                            indemnification shall, to the fullest extent permitted by law, 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 final judicial determination that any or all such indemnification is expressly
                                            prohibited under applicable law; provided, however, that such 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 of documentation
                                            and/or information relating thereto.



 






    	 	11	 



     


    

 


		(c)	The termination of any Proceeding or of
                                            any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon
                                            a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided
                                            in this Agreement) of itself adversely affect the right of Indemnitee to indemnification
                                            or create a presumption that Indemnitee did not act in good faith and in a manner which he
                                            or she reasonably believed to be in or not opposed to the best interests of the Corporation
                                            and, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe
                                            that his or her conduct was unlawful.



 


		(d)	For purposes of any determination of good
                                            faith, 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, including financial
                                            statements, or on information supplied to Indemnitee by the directors, managers, managing
                                            members or officers of the Enterprise in the course of their duties, or on the advice of
                                            legal counsel for the Enterprise, its Board, any committee of the Board or any director,
                                            trustee, general partner, manager or managing member, or on information or records given
                                            or reports made to the Enterprise, its Board, any committee of the Board or any director,
                                            trustee, general partner, manager or managing member, by an independent certified public
                                            accountant or by an appraiser or other expert selected by the Enterprise, its Board, any
                                            committee of the Board or any director, trustee, general partner, manager or managing member.
                                            The provisions of this Section 13(d) shall not be deemed to be exclusive or to
                                            limit in any way the other circumstances in which Indemnitee may be deemed or found to have
                                            met the applicable standard of conduct set forth in this Agreement.



 


		(e)	The knowledge and/or actions, or failure
                                            to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary,
                                            agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining
                                            the right to indemnification under this Agreement.



 


	14.	REMEDIES OF INDEMNITEE



 


		(a)	In the event that (i) a determination
                                            is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to
                                            indemnification under this Agreement, (ii) advancement of Expenses, to the fullest extent
                                            permitted by applicable law, is not timely made pursuant to Section 10 of this Agreement,
                                            (iii) no determination of entitlement to indemnification shall have been made pursuant
                                            to Section 12(a) of this Agreement within thirty (30) days after receipt by the
                                            Corporation of the request for indemnification, (iv) payment of indemnification is not
                                            made pursuant to Sections 5, 6, 7 or the last sentence of Section 12(a) of
                                            this Agreement within ten (10) days after receipt by the Corporation of a written request
                                            therefor, (v) a contribution payment is not made in a timely manner pursuant to Section 8
                                            of this Agreement, or (vi) payment of indemnification pursuant to Section 3 or
                                            4 of this Agreement is not made within ten (10) days after a determination has been
                                            made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to
                                            an adjudication by the Delaware Court to such indemnification, contribution or advancement
                                            rights. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration
                                            to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules and
                                            Mediation Procedures of the American Arbitration Association. Except as set forth herein,
                                            the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration
                                            Association shall apply to any such arbitration. The Corporation shall not oppose Indemnitee’s
                                            right to seek any such adjudication or award in arbitration.



 






    	 	12	 



     


    

 


		(b)	In the event that a determination shall
                                            have been made pursuant to Section 12(a) of this Agreement that Indemnitee is not
                                            entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to
                                            this Section 14 shall be conducted in all respects as a de novo trial, or arbitration,
                                            on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination.



 


		(c)	In any judicial proceeding or arbitration
                                            commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled
                                            to be indemnified, held harmless, exonerated to receive advancement of Expenses under this
                                            Agreement and the Corporation shall have the burden of proving Indemnitee is not entitled
                                            to be indemnified, held harmless, exonerated and to receive advancement of Expenses, as the
                                            case may be, and the Corporation may not refer to or introduce into evidence any determination
                                            pursuant to Section 12(a) of this Agreement adverse to Indemnitee for any purpose.
                                            If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee
                                            shall not be required to reimburse the Corporation for any advances pursuant to Section 10
                                            until a final determination is made with respect to Indemnitee’s entitlement to indemnification
                                            (as to which all rights of appeal have been exhausted or lapsed).



 


		(d)	If a determination shall have been made
                                            pursuant to Section 12(a) of this Agreement that Indemnitee is entitled to indemnification,
                                            the Corporation shall be bound by such determination in any judicial proceeding or arbitration
                                            commenced pursuant to this Section 14, 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.



 


		(e)	The Corporation shall be precluded from
                                            asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14
                                            that the procedures and presumptions of this Agreement are not valid, binding and enforceable
                                            and shall stipulate in any such court or before any such arbitrator that the Corporation
                                            is bound by all the provisions of this Agreement.



 






    	 	13	 



     


    

 


		(f)	The Corporation shall indemnify Indemnitee
                                            to the fullest extent permitted by law against all Expenses and, if requested by Indemnitee,
                                            shall (within ten (10) days after the Corporation’s receipt of such written request)
                                            pay to Indemnitee, to the fullest extent permitted by applicable law, such Expenses which
                                            are incurred by Indemnitee in connection with any judicial proceeding or arbitration brought
                                            by Indemnitee: (i) to enforce his or her rights under, or to recover damages for breach
                                            of, this Agreement or any other indemnification, advancement or contribution agreement or
                                            provision of the Bylaws now or hereafter in effect; or (ii) for recovery or advances
                                            under any insurance policy maintained by any person for the benefit of Indemnitee, regardless
                                            of the outcome and whether Indemnitee ultimately is determined to be entitled to such indemnification
                                            right, advancement, contribution or insurance recovery, as the case may be (unless such judicial
                                            proceeding or arbitration was not brought by Indemnitee in good faith).



 


		(g)	Interest shall be paid by the Corporation
                                            to Indemnitee at the legal rate under Delaware law for amounts which the Corporation indemnifies
                                            or advances, or is obliged to indemnify or advance for the period commencing with the date
                                            on which Indemnitee requests indemnification or advancement of any Expenses and ending with
                                            the date on which such payment is made to Indemnitee by the Corporation.



 


	15.	SECURITY



 


Notwithstanding anything
herein to the contrary, but subject to Section 27, to the extent requested by Indemnitee and approved by the Board, the Corporation
may at any time and from time to time provide security to Indemnitee for the Corporation’s obligations hereunder through an irrevocable
bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released
without the prior written consent of Indemnitee.


 


	16.	NON-EXCLUSIVITY; SURVIVAL OF RIGHTS;
                                            INSURANCE; SUBROGATION; PRIORITY OF OBLIGATIONS



 


		(a)	The rights of Indemnitee 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 Bylaws, 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 Proceeding (regardless of when such Proceeding is first threatened, commenced
                                            or completed) or claim, issue or matter therein arising out of, or related to, any action
                                            taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment,
                                            alteration or repeal. To the extent that a change in applicable law, whether by statute or
                                            judicial decision, permits greater indemnification rights or advancement of Expenses than
                                            would be afforded currently under the Bylaws or this Agreement, then this Agreement (without
                                            any further action by the parties hereto) shall automatically be deemed to be amended to
                                            require that the Corporation indemnify the Indemnitee to the fullest extent permitted by
                                            law. 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.



 






    	 	14	 



     


    

 


		(b)	The Bylaws permit the Corporation to purchase
                                            and maintain insurance or furnish similar protection or make other arrangements, including,
                                            but not limited to, providing a trust fund, letter of credit, or surety bond (“Indemnification
                                            Arrangements”) on behalf of Indemnitee against any liability asserted against
                                            him or her or incurred by or on behalf of him or her or in such capacity as a director, officer,
                                            employee or agent of the Corporation, or arising out of his or her status as such, whether
                                            or not the Corporation would have the power to indemnify him or her against such liability
                                            under the provisions of this Agreement and the Bylaws. The purchase, establishment, and maintenance
                                            of any such Indemnification Arrangement shall not in any way limit or affect the rights and
                                            obligations of the Corporation or of Indemnitee under this Agreement except as expressly
                                            provided herein, and the execution and delivery of this Agreement by the Corporation and
                                            Indemnitee shall not in any way limit or affect the rights and obligations of the Corporation
                                            or the other party or parties thereto under any such Indemnification Arrangement.



 


		(c)	To the extent that the Corporation maintains
                                            an insurance policy or policies providing liability insurance for directors, officers, trustees,
                                            partners, managers, managing members, fiduciaries, employees, or agents of the Corporation
                                            or of any other Enterprise which such person serves at the request of the Corporation, 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, trustee, partner,
                                            managers, managing member, fiduciary, employee or agent under such policy or policies. If,
                                            at the time the Corporation receives notice from any source of a Proceeding as to which Indemnitee
                                            is a party or a participant (as a witness, deponent or otherwise), the Corporation has director
                                            and officer liability insurance in effect, the Corporation shall give prompt notice of such
                                            Proceeding to the insurers in accordance with the procedures set forth in the respective
                                            policies. The Corporation shall thereafter use commercially reasonable efforts to cause such
                                            insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding
                                            in accordance with the terms of such policies.



 


		(d)	In the event of any payment under this
                                            Agreement, the Corporation, to the fullest extent permitted by law, 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 Corporation to bring suit to enforce such
                                            rights. No such payment by the Corporation shall be deemed to relieve any insurer of its
                                            obligations.



 






    	 	15	 



     


    

 


		(e)	The Corporation’s obligation to
                                            indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request
                                            of the Corporation as a director, officer, trustee, partner, manager, managing member, fiduciary,
                                            employee or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually
                                            received as indemnification payments or advancement of expenses from such Enterprise. Notwithstanding
                                            any other provision of this Agreement to the contrary, but subject to Section 27, (i) Indemnitee
                                            shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification,
                                            advancement, contribution or insurance coverage among multiple parties possessing such duties
                                            to Indemnitee prior to the Corporation’s satisfaction and performance of all its obligations
                                            under this Agreement, and (ii) the Corporation shall perform fully its obligations under
                                            this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any
                                            indemnification, advancement, contribution or insurance coverage rights against any person
                                            or entity other than the Corporation.



 


		(f)	Notwithstanding anything contained herein,
                                            the Corporation is the primary indemnitor, and any indemnification or advancement obligation
                                            of any other Person is secondary.



 


	17.	DURATION OF AGREEMENT



 


All agreements and obligations
of the Corporation contained herein shall continue during the period Indemnitee serves as a director or officer of the Corporation or
as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other corporation, partnership,
joint venture, trust, employee benefit plan or other Enterprise which Indemnitee serves at the request of the Corporation and shall continue
thereafter so long as Indemnitee shall be subject to any possible Proceeding (including any rights of appeal thereto and any Proceeding
commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason of his or her Corporate Status, whether or not he or
she is acting in any such capacity at the time any liability or expense is incurred for which indemnification or advancement can be provided
under this Agreement.


 


	18.	SEVERABILITY



 


If any provision or provisions
of this Agreement shall be held to be invalid, illegal or 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, paragraph or
sentence 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; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give
the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement
(including, without limitation, each portion of any Section, paragraph or sentence 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.


 






    	 	16	 



     


    

 


	19.	ENFORCEMENT AND BINDING EFFECT



 


		(a)	The Corporation 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 a director, officer or key employee of the
                                            Corporation, and the Corporation acknowledges that Indemnitee is relying upon this Agreement
                                            in serving as a director, officer or key employee of the Corporation.



 


		(b)	Without limiting any of the rights of
                                            Indemnitee under the Bylaws as they may be amended from time to time, 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.



 


		(c)	The indemnification and advancement of
                                            expenses rights provided by or granted pursuant to this Agreement shall be binding upon and
                                            be enforceable by the parties hereto and their respective successors and assigns (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 Corporation), shall continue as to
                                            an Indemnitee who has ceased to be a director, officer, employee or agent of the Corporation
                                            or a director, officer, trustee, general partner, manager, managing member, fiduciary, employee
                                            or agent of any other Enterprise at the Corporation’s request, and shall inure to the
                                            benefit of Indemnitee and his or her spouse, assigns, heirs, devisees, executors and administrators
                                            and other legal representatives.



 


		(d)	The Corporation shall require and cause
                                            any successor (whether direct or indirect by purchase, merger, consolidation or otherwise)
                                            to all, substantially all or a substantial part, of the business and/or assets of the Corporation,
                                            by written agreement in form and substance satisfactory to Indemnitee, expressly to assume
                                            and agree to perform this Agreement in the same manner and to the same extent that the Corporation
                                            would be required to perform if no such succession had taken place.



 


		(e)	The Corporation and Indemnitee agree herein
                                            that a monetary remedy for breach of this Agreement, at some later date, may be inadequate,
                                            impracticable and difficult of proof, and further agree that such breach may cause Indemnitee
                                            irreparable harm. Accordingly, the parties hereto agree that Indemnitee may, to the fullest
                                            extent permitted by law, enforce this Agreement by seeking, among other things, injunctive
                                            relief and/or specific performance hereof, without any necessity of showing actual damage
                                            or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee
                                            shall not be precluded from seeking or obtaining any other relief to which he or she may
                                            be entitled. The Corporation and Indemnitee further agree that Indemnitee shall, to the fullest
                                            extent permitted by law, be entitled to such specific performance and injunctive relief,
                                            including temporary restraining orders, preliminary injunctions and permanent injunctions,
                                            without the necessity of posting bonds or other undertaking in connection therewith. The
                                            Corporation acknowledges that in the absence of a waiver, a bond or undertaking may be required
                                            of Indemnitee by a court of competent jurisdiction, and the Corporation hereby waives any
                                            such requirement of such a bond or undertaking to the fullest extent permitted by law.



 






    	 	17	 



     


    

 


	20.	MODIFICATION AND WAIVER



 


No supplement, modification
or amendment of this Agreement shall be binding unless executed in writing by 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 of this Agreement nor shall any waiver constitute
a continuing waiver.


 


	21.	NOTICES



 


All notices, requests, demands
and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by
hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) if mailed by certified
or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed:


 


		(a)	If to Indemnitee, at the address indicated
                                            on the signature page of this Agreement, or such other address as Indemnitee shall provide
                                            in writing to the Corporation.



 


		(b)	If to the Corporation, to:



 


	 	 	Amicus Therapeutics, Inc.
	 	 	3675 Market Street
	 	 	Philadelphia, PA 19104
	 	 	Attention: Chief Executive Officer
	 	 	 
	 	 	With copies, which shall not constitute notice, to:
	 	 	 
	 	 	Amicus Therapeutics, Inc.
	 	 	3675 Market Street
	 	 	Philadelphia, PA 19104
	 	 	Attention: General Counsel
	 	 	 
	 	 	and
	 	 	 
	 	 	Troutman Pepper Hamilton Sanders LLP
	 	 	400 Berwyn Park
	 	 	899 Cassatt Road
	 	 	Berwyn, PA 19312
	 	 	Attn: Scott Jones




 


or to any other address as may have been
furnished to Indemnitee in writing by the Corporation.


 






    	 	18	 



     


    

 


	22.	APPLICABLE LAW AND CONSENT TO JURISDICTION



 


This Agreement and the legal
relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without
regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of
this Agreement, to the fullest extent permitted by law, the Corporation 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 of America or any court in any other country; (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;
(c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (d) waive, and agree
not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or
inconvenient forum, or is subject (in whole or in part) to a jury trial. To the fullest extent permitted by law, the parties hereby agree
that the mailing of process and other papers in connection with any such action or proceeding in the manner provided by Section 21
or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.


 


	23.	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.


 


	24.	MISCELLANEOUS



 


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.


 


	25.	PERIOD OF LIMITATIONS



 


No legal action shall be
brought and no cause of action shall be asserted by or in the right of the Corporation against Indemnitee, Indemnitee’s spouse,
heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action,
and any claim or cause of action of the Corporation shall be extinguished and deemed released unless asserted by the timely filing of
a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable
to any such cause of action such shorter period shall govern.


 


	26.	ADDITIONAL ACTS



 


If for the validation of
any of the provisions in this Agreement any act, resolution, approval or other procedure is required to the fullest extent permitted
by law, the Corporation undertakes to cause such act, resolution, approval or other procedure to be affected or adopted in a manner that
will enable the Corporation to fulfill its obligations under this Agreement.


 






    	 	19	 



     


    

 


	27.	MAINTENANCE OF INSURANCE



 


The Corporation shall use
commercially reasonable efforts to obtain and maintain in effect during the entire period for which the Corporation is obligated to indemnify
the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the officers/directors
of the Corporation with coverage for losses from wrongful acts and omissions and to ensure the Corporation’s performance of its
indemnification obligations under this Agreement. The 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 or officer under such policy or policies. In all such
insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and
benefits as are accorded to the most favorably insured of the Corporation’s directors and officers.


 


[SIGNATURE PAGE FOLLOWS]


 






    	 	20	 



     


    

 


The parties hereto have caused
this Indemnity Agreement to be signed as of the day and year first above written.


 


	 	AMICUS THERAPEUTICS, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


[Signature Page to Indemnity Agreement]


 






     


     


    

 





	 	INDEMNITEE
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	Address:	 
	 	 	 
	 	 	 



 


[Signature Page to Indemnity Agreement]