Exhibit 10.31




 


FIRST CHOICE HEALTHCARE
SOLUTIONS, INC.


Indemnification Agreement


 


This
Indemnification Agreement (this “Agreement”) is made as of April ___, 2014 by and between First Choice Healthcare
Solutions, Inc., a Delaware corporation (the “Company”), and _______________ (“Indemnitee”).


 


RECITALS


 


The
Company and Indemnitee recognize the increasing difficulty in obtaining liability insurance for directors, officers and key employees,
the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance. The Company
and Indemnitee further recognize the substantial increase in corporate litigation in general, subjecting directors, officers and
key employees to expensive litigation risks at the same time as the availability and coverage of liability insurance has been severely
limited. Indemnitee does not regard the current protection available as adequate under the present circumstances, and Indemnitee
may not be willing to continue to serve in Indemnitee’s current capacity with the Company without additional protection.
The Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, and to indemnify its
directors, officers and key employees so as to provide them with the maximum protection permitted by law.


 


AGREEMENT


 


In
consideration of the mutual promises made in this Agreement, and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Company and Indemnitee hereby agree as follows:


 


		1.	Indemnification.



 


		a)	Third-Party Proceedings. To the fullest
extent permitted by applicable law, the Company shall indemnify Indemnitee, if Indemnitee was, is or is threatened to be made,
a party to or a participant (as a witness or otherwise) in any Proceeding (other than a Proceeding by or in the right of the Company
to procure a judgment in the Company’s favor), against all Expenses, judgments, fines and amounts paid in settlement (if
such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably
incurred by Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably
believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable
cause to believe Indemnitee’s conduct was unlawful.



 


		b)	Proceedings By or in the Right of the Company.
To the fullest extent permitted by applicable law, the Company shall indemnify Indemnitee, if Indemnitee was, is or is threatened
to be made a party to or a participant (as a witness or otherwise) in any Proceeding by or in the right of the Company to procure
a judgment in the Company’s favor, against all Expenses actually and reasonably incurred by Indemnitee in connection with
such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the
best interests of the Company, except that no indemnification shall be made in respect of any claim, issue or matter as to which
Indemnitee shall have been finally adjudicated by court order or judgment to be liable to the Company unless and only to the extent
that the Court of Chancery or the court in which such Proceeding is or was pending shall determine upon application that, in view
of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which such court
shall deem proper.



 






    	Page 1 of 15



    	 



    

 


		c)	Success on the Merits. To the fullest
extent permitted by applicable law and to the extent that Indemnitee has been successful on the merits or otherwise in defense
of any Proceeding referred to in Section 1(a) or Section 1(b) or the defense of any claim, issue or matter therein, in whole or
in part, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection
therewith. Without limiting the generality of the foregoing, if Indemnitee is successful on the merits or otherwise as to one
or more but less than all claims, issues or matters in a Proceeding, the Company shall indemnify Indemnitee against all Expenses
actually and reasonably incurred by Indemnitee in connection with such successfully resolved claims, issues or matters to the
fullest extent permitted by applicable law. If any Proceeding is disposed of on the merits or otherwise (including a disposition
without prejudice), without (1) the disposition being adverse to Indemnitee, (ii) an adjudication that Indemnitee was liable to
the Company, (iii) a plea of guilty by Indemnitee, (iv) an adjudication that Indemnitee did not act in good faith and in a manner
Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and (v) with respect to any criminal
Proceeding, an adjudication that Indemnitee had reasonable cause to believe Indemnitee’s conduct was unlawful, Indemnitee
shall be considered for the purposes hereof to have been wholly successful with respect thereto.



 


		d)	Witness Expenses. To the fullest extent
permitted by applicable law and to the extent that Indemnitee is a witness or otherwise asked to participate in any Proceeding
to which Indemnitee is not a party, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred
by Indemnitee in connection with such Proceeding.



 


		2.	Indemnification Procedure.



 


		a)	Advancement of Expenses. To the fullest
extent permitted by applicable law, the Company shall advance all Expenses actually and reasonably incurred by Indemnitee in connection
with a Proceeding within thirty (30) days after receipt by the Company of a statement requesting such advances from time to time,
whether prior to or after final disposition of any Proceeding. Such advances shall be unsecured and interest free and shall be
made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement
to indemnification under the other provisions of this Agreement. Indemnitee shall be entitled to continue to receive advancement
of Expenses pursuant to this Section 2(a) unless and until the matter of Indemnitee’s entitlement to indemnification hereunder
has been finally adjudicated by court order or judgment from which no further right of appeal exists. Indemnitee hereby undertakes
to repay such amounts advanced only if, and to the extent that, it ultimately is determined that Indemnitee is not entitled to
be indemnified by the Company under the other provisions of this Agreement. Indemnitee shall qualify for advances upon the execution
and delivery of this Agreement, which shall constitute the requisite undertaking with respect to repayment of advances made hereunder
and no other form of undertaking shall be required to qualify for advances made hereunder other than the execution of this Agreement.



 






    	Page 2 of 15



    	 



    

 


		b)	Notice and Cooperation by Indemnitee.
Indemnitee shall promptly 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 for which indemnification will or could be sought under this
Agreement. Such notice to the Company shall include a description of the nature of, and facts underlying, the Proceeding, shall
be directed to the Chief Executive Officer of the Company and shall be given in accordance with the provisions of Section 13(d)
below. In addition, Indemnitee shall give the Company such additional information and cooperation as the Company may reasonably
request. Indemnitee’s failure to so notify, provide information and otherwise cooperate with the Company shall not relieve
the Company of any obligation which it may have to Indemnitee under this Agreement, except to the extent that the Company is adversely
affected by such failure.



 


		c)	Determination of Entitlement. Notwithstanding
any other provision in this Agreement, no determination as to entitlement to indemnification under this Agreement shall be required
to be made prior to the final disposition of the Proceeding. Subject to the foregoing, promptly after receipt of a statement requesting
payment with respect to the indemnification rights set forth in Section 1, to the extent required by applicable law, the Company
shall take the steps necessary to authorize such payment in the manner set forth in Section 145 of the General Corporation Law
of Delaware. The Company shall pay any claims made under this Agreement, under any statute, or under any provision of the Company’s
Certificate of Incorporation or Bylaws providing for indemnification or advancement of Expenses, within thirty(30) days after
a written request for payment thereof has first been received by the Company, and if such claim is not paid in full within such
thirty (30) day-period, Indemnitee may, but need not, at any time thereafter bring an action against the Company in the Delaware
Court of Chancery to recover the unpaid amount of the claim and, subject to Section 12, Indemnitee shall also be entitled to be
paid for all Expenses actually and reasonably incurred by Indemnitee in connection with bringing such action. It shall be a defense
to any such action (other than an action brought to enforce a claim for advancement of Expenses under Section 2(a)) that Indemnitee
has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for
the amount claimed. 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 and the
Company shall have the burden of proof to overcome that presumption with clear and convincing evidence to the contrary. The termination
of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall
not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed
to be in or not opposed to the best interests of the Company, or, in the case of a criminal Proceeding, that Indemnitee had reasonable
cause to believe that Indemnitee’s conduct was unlawful. In addition, it is the parties’ intention that if the Company
contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for
the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the
Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee
is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an
actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent
legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption
that Indemnitee has or has not met the applicable standard of conduct. If any requested determination with respect to entitlement
to indemnification hereunder has not been made within ninety (90) days after the final disposition of the Proceeding, the requisite
determination that Indemnitee’s entitlement to indemnification shall be deemed to have been made.



 






    	Page 3 of 15



    	 



    

 


		d)	Payment Directions. To the extent payments
are required to be made hereunder, the Company shall, in accordance with Indemnitee’s request (but without duplication),
(i) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or
(c) reimburse Indemnitee for such Expenses.



 


		e)	Notice to Insurers. If, at the time
of the receipt of a notice of a claim pursuant to Section 2(b) hereof, the Company has director and officer liability insurance
in effect, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the
procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action 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.



 


		f)	Defense of Claim and Selection of Counsel.
In the event the Company shall be obligated under Section 2(a) hereof to advance Expenses with respect to any Proceeding,
the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel reasonably acceptable to
Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval
of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under
this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that
(i) Indemnitee shall have the right to employ counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the
employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded
that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company
shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s
counsel shall be at the expense of the Company. In addition, if there exists a potential, but not an actual conflict of interest
between the Company and Indemnitee, the actual and reasonable legal fees and expenses incurred by Indemnitee for separate counsel
retained by Indemnitee to monitor the Proceeding (so that such counsel may assume Indemnitee’s defense if the conflict of
interest between the Company and Indemnitee becomes an actual conflict of interest) shall be deemed to be Expenses that are subject
to indemnification hereunder. The existence of an actual or potential conflict of interest, and whether such conflict may be waived,
shall be determined pursuant to the rules of attorney professional conduct and applicable law. The Company shall not be required
to obtain the consent of Indemnitee for the settlement of any Proceeding the Company has undertaken to defend if the Company assumes
full and sole responsibility for each such settlement; provided, however, that the Company shall be required to obtain Indemnitee’s
prior written approval, which shall not be unreasonably withheld, before entering into any settlement which (1) does not grant
Indemnitee a complete release of liability, (2) would impose any penalty or limitation on Indemnitee, or (3) would admit any liability
or misconduct by Indemnitee.



 






    	Page 4 of 15



    	 



    

 


		3.	Additional Indemnification Rights.



 


		a)	Scope. Notwithstanding any other provision
of this Agreement, the Company hereby agrees to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that
such indemnification is not specifically authorized by the other provisions of this Agreement, the Company’s Certificate
of Incorporation, the Company’s Bylaws or by statute. In the event of any change, after the date of this Agreement, in any
applicable law, statute, or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors
or an officer, such changes shall be deemed to be within the purview of Indemnitee’s rights and the Company’s obligations
under this Agreement. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware
corporation to indemnify a member of its board of directors or an officer, such changes, to the extent not otherwise required
by such law, statute or rule to be applied to this Agreement shall have no effect on this Agreement or the parties’ rights
and obligations hereunder.



 


		b)	Nonexclusivity. The indemnification
provided by this Agreement shall not be deemed exclusive of any rights to which Indemnitee may be entitled under the Company’s
Certificate of Incorporation, its Bylaws, any agreement, any vote of stockholders or disinterested members of the Company’s
Board of Directors, the General Corporation Law of Delaware, or otherwise, both as to action in Indemnitee’s official capacity
and as to action in another capacity while holding such office.



 






    	Page 5 of 15



    	 



    

 


		c)	Interest on Unpaid Amounts. If any payment
to be made by the Company to Indemnitee hereunder is delayed by more than ninety (90) days from the date the duly prepared request
for such payment is received by the Company, interest shall be paid by the Company to Indemnitee at the legal rate under Delaware
law for amounts which the Company indemnifies or is obligated to indemnify for the period commencing with the date on which Indemnitee
actually incurs such Expense or pays such judgment, fine or amount in settlement and ending with the date on which such payment
is made to Indemnitee by the Company.



 


		d)	Information Sharing. If Indemnitee is
the subject of or is implicated in any way during an investigation, whether formal or informal, the Company shall share with Indemnitee
any information the Company has furnished to any third parties concerning the investigation provided that, at the time such information
is so furnished to such third party, Indemnitee continues to serve in one or more capacities giving rise to the Company’s
indemnification obligations under Section 1.



 


		e)	Third-Party Indemnification. The Company
hereby acknowledges that Indemnitee has or may from time to time obtain certain rights to indemnification, advancement of expenses
and/or insurance provided by one or more third parties (collectively, the “Third-Party Indemnitors”). The Company
hereby agrees that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation
of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred
by Indemnitee are secondary), and that the Company will not assert that the Indemnitee must seek expense advancement or reimbursement,
or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement and reimbursement,
and indemnification obligations, under this Agreement. No advancement or payment by the Third-Party Indemnitors on behalf of Indemnitee
with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing. The Third-Party
Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery which Indemnitee
would have had against the Company if the Third-Party Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee.
If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation
rights described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company to the
Third-Party Indemnitors with respect to any advance or payment by the Third-Party Indemnitors to or on behalf of the Indemnitee.



 


		f)	Indemnification of Venture Capital Funds.
If (i) Indemnitee is or was affiliated with one or more venture capital funds that has invested in the Company (each a “VC
Fund”), (ii) a VC Fund is, or is threatened to be made, a party to or a participant (including as a witness) in any
proceeding, and (iii) the VC Fund’s involvement in the proceeding is related to Indemnitee’s service to the Company
as a director of the Company, then the VC Fund shall be entitled to all of the indemnification rights and remedies under this
Agreement to the same extent as Indemnitee.



 






    	Page 6 of 15



    	 



    

 


		4.	Partial Indemnification. If Indemnitee
is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments,
fines or amounts paid in settlement, actually and reasonably incurred in connection with a Proceeding, but not, however, for the
total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses, judgments, fines and
amounts paid in settlement to which Indemnitee is entitled.



 


		5.	Director and Officer Liability Insurance.



 


		a)	D&O Policy. The Company shall, from
time to time, make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy
or policies of insurance with reputable insurance companies providing the directors and officers of the Company with coverage
for losses from wrongful acts, or to ensure the Company’s performance of its indemnification obligations under this Agreement.
Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded
by such coverage. In all policies of director and officer liability insurance, Indemnitee shall be named as an insured in such
a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s
directors, if Indemnitee is a director; or of the Company’s officers, if Indemnitee is not a director of the Company but
is an officer; or of the Company’s key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding
the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith
that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of
coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit,
or if Indemnitee is covered by similar insurance maintained by a parent or subsidiary of the Company.



 


		b)	Tail Coverage. In the event of a Change
of Control or the Company’s becoming insolvent (including being placed into receivership or entering the federal bankruptcy
process and the like), the Company shall maintain in force any and all insurance policies then maintained by the Company in providing
insurance (directors’ and officers’ liability, fiduciary, employment practices or otherwise) in respect of Indemnitee,
for a period of six years thereafter.



 


		6.	Severability. Nothing in this Agreement
is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law.
The Company’s inability, pursuant to court order, to perform its obligations under this Agreement shall not constitute a
breach of this Agreement. If this Agreement or any portion hereof shall be invalidated on any ground by any court of competent
jurisdiction, then the Company shall nevertheless indemnify Indemnitee to the full extent permitted by any applicable portion
of this Agreement that shall not have been invalidated, and the balance of this Agreement not so invalidated shall be enforceable
in accordance with its terms.



 






    	Page 7 of 15



    	 



    

 


		7.	Exclusions. Any other provision herein
to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:



 


		a)	Claims Initiated by Indemnitee. To indemnify
or advance Expenses to Indemnitee with respect to Proceedings initiated or brought voluntarily by Indemnitee and not by way of
defense, except with respect to Proceedings brought to establish, enforce or interpret a right to indemnification under this Agreement
or any other statute or law or otherwise as required under Section 145 of the General Corporation Law of Delaware, but such indemnification
or advancement of Expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate;
provided, however, that the exclusion set forth in the first clause of this subsection shall not be deemed to apply to any investigation
initiated or brought by Indemnitee to the extent reasonably necessary or advisable in support of Indemnitee’s defense of
a Proceeding to which Indemnitee was, is or is threatened to be made, a party;



 


		b)	Lack of Good Faith. To indemnify Indemnitee
for any Expenses incurred by Indemnitee with respect to any Proceeding instituted by Indemnitee to establish, enforce or interpret
a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145 of the
General Corporation Law of Delaware, if a court of competent jurisdiction determines that each of the material assertions made
by Indemnitee in such proceeding was not made in good faith or was frivolous;



 


		c)	Insured Claims. To indemnify Indemnitee
for Expenses to the extent such Expenses have been paid directly to Indemnitee by an insurance carrier under an insurance policy
maintained by the Company; or



 


		d)	Certain Exchange Act Claims. To indemnify
Indemnitee in connection with any claim made against Indemnitee for (i) an accounting of profits made from the purchase and sale
(or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or any
similar successor statute or any similar provisions of state statutory law or common law, or (ii) any reimbursement of the Company
by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from
the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that
arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley
Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation
of Section 306 of the Sarbanes-Oxley Act); provided, however, that to the fullest extent permitted by applicable law and to the
extent Indemnitee is successful on the merits or otherwise with respect to any such Proceeding, the Expenses actually and reasonably
incurred by Indemnitee in connection with any such Proceeding shall be deemed to be Expenses that are subject to indemnification
hereunder.



 






    	Page 8 of 15



    	 



    

 


		8.	Contribution Claims.



 


		a)	If the indemnification provided in Section 1 is unavailable
in whole or in part and may not be paid to Indemnitee for any reason other than those set forth in Section 7, then in respect
to any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), to the fullest
extent permitted by applicable law, the Company, in lieu of indemnifying Indemnitee, shall pay, in the first instance, the entire
amount incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid in settlement, in connection with any Proceeding
without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution
it may have at any time against Indemnitee.



 


		b)	With respect to a Proceeding brought against directors,
officers, employees or agents of the Company (other than Indemnitee), to the fullest extent permitted by applicable law, the Company
shall indemnify Indemnitee from any claims for contribution that may be brought by any such directors, officers, employees or
agents of the Company (other than Indemnitee) who may be jointly liable with Indemnitee, to the same extent Indemnitee would have
been entitled to such indemnification under this Agreement if such Proceeding had been brought against Indemnitee.



 


		9.	No Imputation. The knowledge and/or actions,
or failure to act, of any director, officer, agent or employee of the Company or the Company itself shall not be imputed to Indemnitee
for purposes of determining any rights under this Agreement.



 


		10.	Determination of Good Faith. 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 officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or the Board
of Directors of the Enterprise or any counsel selected by any committee of the Board of Directors of the Enterprise or on information
or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser, investment
banker, compensation consultant, or other expert selected with reasonable care by the Enterprise or the Board of Directors of
the Enterprise or any committee thereof. The provisions of this Section 10 shall not be deemed to be exclusive or to limit in
any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct. Whether
or not the foregoing provisions of this Section are satisfied, it shall in any event be presumed that Indemnitee has at all times
acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company.



 






    	Page 9 of 15



    	 



    

 


		11.	Defined Terms and Phrases. For purposes
of this Agreement, the following terms shall have the following meanings:



 


		a)	“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.



 


		b)	“Change of Control” shall be deemed
to occur upon the earliest of any of the following events:



 


		a.	Acquisition of Stock by Third Party. Any Person
is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or
more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election
of directors, unless (1) the change in the relative Beneficial Ownership of the Company’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 of Control under part (iii) of this definition.



 


		b.	Change in Board of Directors. Individuals who,
as of the date of this Agreement, constitute the Company’s Board of Directors (the “Board”), and any
new director whose election by the Board or nomination for election by the Company’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 of this Agreement (collectively, the
“Continuing Directors”), cease for any reason to constitute at least a majority of the members of the Board.



 


		c.	Corporate Transaction. The effective date of
a reorganization, merger, or consolidation of the Company (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 Company entitled
to vote generally in the election of directors resulting from such Business Combination (including a corporation which as a result
of such transaction owns the Company or all or substantially all of the Company’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 and with the power to elect at least a majority of the
Board or other governing body of the surviving entity; (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 such 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 of
Directors, providing for such Business Combination.



 






    	Page 10 of 15



    	 



    

 


		d.	Liquidation. The approval by the Company’s
stockholders of a complete liquidation of the Company or an agreement or series of agreements for the sale or disposition by the
Company of all or substantially all of the Company’s assets, other than factoring the Company’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).



 


		e)	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 or any similar schedule or form) promulgated under the Exchange Act whether or not the Company is then subject
to such reporting requirement.



 


		c)	“Company” shall include, in addition
to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation
or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers,
and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation,
or is or was serving at the request of such constituent corporation as a director, officer, trustee, general partner, managing
member, fiduciary, employee or agent of any other enterprise, Indemnitee shall stand in the same position under the provisions
of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent
corporation if its separate existence had continued.



 


		d)	“Enterprise” means the Company and
any other enterprise that Indemnitee was or is serving at the request of the Company as a director, officer, partner (general,
limited or otherwise), member (managing or otherwise), trustee, fiduciary, employee or agent.



 


		e)	“Exchange Act” means the Securities
Exchange Act of 1934, as amended.



 


		f)	“Expenses” shall include all direct
and indirect costs, fees and expenses of any type or nature whatsoever, including all 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, any federal, state,
local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payment under this Agreement (including
taxes that may be imposed upon the actual or deemed receipt of payments under this Agreement with respect to the imposition of
federal, state, local or foreign taxes), 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. Expenses also shall include any of the forgoing
expenses incurred in connection with any appeal resulting from any Proceeding, including the principal, premium, security for,
and other costs relating to any costs bond, supersedes bond, or other appeal bond or its equivalent. Expenses also shall include
any interest, assessment or other charges imposed thereon and costs incurred in preparing statements in support of payment requests
hereunder. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against
Indemnitee.



 






    	Page 11 of 15



    	 



    

 


		g)	“Person” shall have the meaning
as set forth in Section 13(d) and 14(d) of the Exchange Act as in effect on the date hereof; provided, however, that “Person”
shall exclude: (i) the Company; (ii) any direct or indirect majority owned subsidiaries of the Company; (iii) any employee benefit
plan of the Company or any direct or indirect majority owned subsidiaries of the Company or of any corporation owned, directly
or indirectly, by the Company’s stockholders in substantially the same proportions as their ownership of stock of the Company
(an “Employee Benefit Plan”); and (iv) any trustee or other fiduciary holding securities under an Employee
Benefit Plan.



 


		h)	“Proceeding” shall include any actual,
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 by a third party, a government
agency, the Company or its Board of Directors or a committee thereof, whether in the right of the Company or otherwise and whether
of a civil (including intentional or unintentional tort claims), criminal, administrative, legislative or investigative (formal
or informal) nature, including any appeal therefrom, in which Indemnitee was, is, will or might be involved as a party, potential
party, non-party witness or otherwise by reason of the fact that Indemnitee is or was a director, officer, employee or agent of
the Company, by reason of any action (or failure to act) taken by Indemnitee or of any action (or failure to act) on Indemnitee’s
part while acting as a director, officer, employee or agent of the Company, or by reason of the fact that Indemnitee is or was
serving at the request of the Company as a director, officer, partner (general, limited or otherwise), member (managing or otherwise),
trustee, 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, reimbursement or advancement of expenses can be provided under
this Agreement.



 


		i)	In addition, references to “other enterprise”
shall include another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or any
other enterprise; references to “fines” shall include any excise taxes assessed on Indemnitee with respect
to an employee benefit plan; references to “serving at the request of the Company” shall include any service
as a director, officer, employee or agent of the Company which imposes duties on, or involves services by Indemnitee 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 interest 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 Company” as referred to in this
Agreement; references to “include” or “including” shall mean include or including, without
limitation; and references to Sections, paragraphs or clauses are to Sections, paragraphs or clauses in this Agreement unless
otherwise specified.



 






    	Page 12 of 15



    	 



    

 


		12.	Attorneys’ Fees. In the event that
any Proceeding is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, the Company shall
indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding, unless
a court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such Proceeding
were not made in good faith or were frivolous. In the event of a Proceeding instituted by or in the name of the Company under
this Agreement or to enforce or interpret any of the terms of this Agreement, the Company shall indemnify Indemnitee against all
Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding (including with respect to Indemnitee’s
counterclaims and cross-claims made in such action), unless a court of competent jurisdiction determines that each of Indemnitee’s
material defenses to such action were made in bad faith or were frivolous.



 


		13.	Miscellaneous.



 


		a)	Governing Law. This Agreement and all
acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted
in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law.



 


		b)	Entire Agreement; Binding Effect. Without
limiting any of the rights of Indemnitee described in Section 3(b), this Agreement sets forth the entire agreement and understanding
of the parties relating to the subject matter herein and merges all prior discussions and supersedes any and all previous agreements
between them covering the subject matter herein. The indemnification provided under this Agreement applies with respect to events
occurring before or after the effective date of this Agreement, and shall continue to apply even after Indemnitee has ceased to
serve the Company in any and all indemnified capacities.



 


		c)	Amendments and Waivers. No modification
of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed
by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed
as a waiver of any rights of such party.



 


		d)	Notices. Any notice, demand or request
required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when delivered personally
or sent by fax or 48 hours after being sent by nationally-recognized courier or deposited in the U.S. mail, as certified or registered
mail, with postage prepaid, and addressed to the party to be notified at such party’s address or fax number as set forth
below or as subsequently modified by written notice.



 






    	Page 13 of 15



    	 



    

 


		e)	Counterparts. This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one
instrument.



 


		f)	Successors and Assigns. This Agreement
shall be binding upon the Company and its successors (including any direct or indirect successor by purchase, merger, consolidation
or otherwise to all or substantially all of the business and/or assets of the Company) and assigns, and inure to the benefit of
Indemnitee and Indemnitee’s heirs, executors, administrators, legal representatives and assigns. The Company shall require
and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially all
of the business and/or assets of the Company, 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 Company would be required to
perform if no such succession had taken place.



 


		g)	No Employment Rights. Nothing contained
in this Agreement is intended to create in Indemnitee any right to continued employment.



 


		h)	Company Position. The Company shall
be precluded from asserting, in any Proceeding brought for purposes of establishing, enforcing or interpreting any right to indemnification
under this Agreement, 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 and is precluded from making any
assertion to the contrary.



 


		i)	Subrogation. In the event of 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 documents required and shall do all acts that may be necessary to secure such rights and to enable the Company
to effectively bring suit to enforce such rights.



 


The
parties have executed this Agreement as of the date first set forth above.


 


FIRST
CHOICE HEALTHCARE SOLUTIONS, INC.:


 


	By:  	 




 


Name: Christian Romandetti


Title: President and Chief Executive Officer


709 S. Harbor City Boulevard


Suite 250


Melbourne, Florida 32901


 






    	Page 14 of 15



    	 



    

 


AGREED
TO AND ACCEPTED:


 


INDEMNITEE:


 


	By:  	 


INDEMNITEE
SIGNATURE:


 


	 
	 
	 
	 
	 
	 
	 
	 
	 




 






    	Page 15 of 15