Exhibit
10.34


 


INDEMNIFICATION
AGREEMENT


 


THIS
INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of ____________, by and between Clearday, Inc.,
a Delaware corporation (the “Company”), and the undersigned individual (“Indemnitee”).


 


WITNESSETH
THAT:


 


WHEREAS,
highly competent persons have become more reluctant to serve 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 the corporation;


 


WHEREAS,
the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified
individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving
the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread
practice among United States-based corporations and other business enterprises, the Company believes that, given current market conditions
and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors,
officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming
litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise
itself. The Amended and Restated Certificate of Incorporation of the Company (the “Certificate”) and the Bylaws of
the Company (the “By-laws”) require indemnification of the officers and directors of the Company. Indemnitee may also
be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (“DGCL”). The Certificate,
the By-laws and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate
that contracts may be entered into between the Company and members of the Board with respect to indemnification;


 


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 Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of
such protection in the future;


 


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


 






    	 



    	 



    

 


Indemnification
Agreement


 


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


 


WHEREAS,
Indemnitee does not regard the protection available under the Certificate, the By-laws or insurance as adequate in the present circumstances,
and may not be willing to serve as an officer or director, or in any similar capacity, without adequate protection, and the Company desires
Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf
of the Company on the condition that he be so indemnified.


 


NOW,
THEREFORE, in consideration of Indemnitee’s agreement to serve as a director of the Company after the date hereof, the parties
hereto agree as follows:


 


1. Indemnity
of Indemnitee.


 


The
Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent not prohibited by law, as such may be amended from
time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:


(a) Indemnitee
shall be entitled to the rights of indemnification provided in this Section 1(a) if, by reason of his Corporate Status (as hereinafter
defined), Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than
a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as
hereinafter defined), liability and loss (including judgments, fines, ERISA excise taxes or penalties, amounts paid or to be paid in
settlement, and any interest, assessments, or other charges imposed on any such amounts, and any federal, state, local, or foreign taxes
imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement) (collectively, “Liabilities”)
actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein,
if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the interests of the Company
and with respect to any criminal Proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful, it being acknowledged
that any action taken by the Indemnitee upon the advice of counsel shall provide a rebuttable presumption that such action was not opposed
to the interests of the Company or that Indemnitee had no reasonable cause to believe his conduct was unlawful.


 


(b) Indemnitee
shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, Indemnitee is,
or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this
Section 1(b), Indemnitee shall be indemnified against all Expenses actually incurred by Indemnitee, or on Indemnitee’s behalf,
in connection with such Proceeding if Indemnitee acted in good faith; provided, however, if applicable law so provides, no indemnification
against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been
adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware (or any successor thereto,
the “Delaware Court”) shall determine that such indemnification may be made.


 






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Indemnification
Agreement


 


(c) Notwithstanding
any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful,
on the merits or otherwise, in any Proceeding, he shall be indemnified to the maximum extent not prohibited by law, as such may be amended
from time to time, against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee
is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims,
issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by
him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section 1 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.


 


(d) If
the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses
and Liabilities, but not, however, for the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion
thereof to which the Indemnitee is entitled.


 


2. Additional
Indemnity.


 


(a) In
addition to, and without regard to any limitations on, the indemnification provided for in Section 1, the Company shall and hereby does
indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred by him or on his behalf if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or
participant in any Proceeding (including, without limitation, a Proceeding by or in the right of the Company), including, without limitation,
all liability arising out of the negligence or active or passive wrongdoing of Indemnitee.


 


(b) In
addition to, and without regard to any limitations on, the indemnification provided for in Section 1, in the event that the Company provides
rights to any person by reason of their Corporate Status or otherwise incurs a similar indemnification obligation to any individual or
entity that provides any greater rights to such indemnified individual or entity than the rights provided to Indemnitee, then without
any further action by any party to this Agreement, the Indemnitee shall be provided such greater rights.


 


(c) The
only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not
be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set
forth in Sections 6 and 7) to be unlawful.


 






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Indemnification
Agreement


 


3. Contribution.


 


(a) Whether
or not the indemnification provided in Sections 1 or 2 is available, in respect of any threatened, pending or completed action, suit
or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the
Company shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without
requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have
against Indemnitee. The Company shall not enter into any settlement of any action, suit or proceeding in which the Company is jointly
liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless (i) such settlement provides for a full and
final release of all claims asserted against Indemnitee, or (ii) the Indemnitee engaged in willful misconduct that violates applicable
law or gross negligence, or (iii) the Indemnity consents to such settlement.


 


(b) Without
diminishing or impairing the obligations of the Company set forth in Section 3(b), if, for any reason, Indemnitee shall elect or be required
to pay all or any portion of any judgment or settlement in any threatened, pending or completed action, suit or proceeding in which the
Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall contribute to
the amount of expenses (including, without limitation, attorneys’ fees and disbursements), judgments, fines and amounts paid in
settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the
Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would
be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction from which
such action, suit or proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the
extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors
or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such action, suit
or proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the events that resulted in such expenses, judgments,
fines or settlement amounts, as well as any other equitable considerations which the Law may require to be considered. The relative fault
of the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee
(or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by
reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the
degree to which their liability is primary or secondary and the degree to which their conduct is active or passive.


 






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Indemnification
Agreement


 


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


 


(d) To
the fullest extent not prohibited under law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any
reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for
judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim
relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances
of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or
transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees
and agents) and Indemnitee in connection with such event(s) and/or transaction(s).


 


4. Indemnification
for Expenses of a Witness. 


 


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


 


5. Advancement
of Expenses. 


 


Notwithstanding
any other provision of this Agreement, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with
any Proceeding by reason of Indemnitee’s Corporate Status, including without limitation, any retainers or similar payments or deposits,
within thirty (30) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances
from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence
the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by an undertaking by or on behalf of Indemnitee to
repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses.
Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free.


 


6. Procedures
and Presumptions for Determination of Entitlement to Indemnification. 


 


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


 






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Indemnification
Agreement


 


(a) To
obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith
such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what
extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification,
advise the Board in writing that Indemnitee has requested indemnification.


 


(b) Upon
written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a), a determination, if required by law,
with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which
shall be at the election of the Board: (1) by a majority vote of the Disinterested Directors, even though less than a quorum, (2) by
a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum,
(3), if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Legal Counsel (as defined below)
in written advice to the Board, a copy of which shall be delivered to Indemnitee, or (4) if so directed by the Board, by the stockholders
of the Company.


 


(c) If
the determination of entitlement to indemnification is to be made by Independent Legal Counsel pursuant to Section 6(b), the Independent
Legal Counsel shall be selected as provided in this Section 6(c). The Independent Legal Counsel shall be selected by the Board. Indemnitee
may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company, 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 Legal
Counsel so selected does not meet the requirements of “Independent Legal Counsel” as defined in Section 13, 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 Legal Counsel. If a written objection is made and substantiated, the Independent Legal Counsel selected may
not serve as Independent Legal Counsel unless and until such objection is withdrawn or a court has determined that such objection is
without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section
6(a), no Independent Legal Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware
Court or other court of competent jurisdiction for resolution of any objection which shall have been made by Indemnitee to the Company’s
selection of Independent Legal Counsel and/or for the appointment as Independent Legal Counsel of a person selected by the court or by
such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed
shall act as Independent Legal Counsel under Section 6(b). The Company shall pay any and all reasonable fees and expenses of Independent
Legal Counsel incurred by such Independent Legal Counsel in connection with acting pursuant to Section 6(b), and the Company shall pay
all reasonable fees and expenses incident to the procedures of this Section 6(c), regardless of the manner in which such Independent
Legal Counsel was selected or appointed.


 






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Indemnification
Agreement


 


(d) In
making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination
shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption shall
have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including,
without limitation, by its directors or Independent Legal 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 Company (including, without limitation, by its directors or Independent Legal 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.


 


(e) Indemnitee
shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise,
including, without limitation, financial statements, or on information supplied to Indemnitee by the officers of the Enterprise (as hereinafter
defined) in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports
made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care
by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise
shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the
foregoing provisions of this Section 6(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in
good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome
this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.


 


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


 






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Indemnification
Agreement


 


(g) Indemnitee
shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification,
including, without limitation, providing to such person, persons or entity upon reasonable advance request any documentation or information
which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary
to such determination. Any Independent Legal Counsel, member of the Board or stockholder of the Company shall act reasonably and in good
faith in making a determination regarding Indemnitee’s entitlement to indemnification under this Agreement. Any costs or expenses
(including, without limitation, attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons
or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement
to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.


 


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


 


(i) 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
reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee
had reasonable cause to believe that his conduct was unlawful.


 






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Indemnification
Agreement


 


7. Remedies
of Indemnitee.


 


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


 


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


 


(c) If
a determination shall have been made pursuant to Section 6(b) that Indemnitee is entitled to indemnification, the Company shall be bound
by such determination in any judicial proceeding commenced pursuant to this Section 7, absent (i) a misstatement by Indemnitee of a material
fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading in connection with
the application for indemnification, or (ii) a prohibition of such indemnification under law.


 


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


 


(e) The
Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the procedures and presumptions
of this Agreement are not valid, binding and enforceable and shall stipulate in any court having jurisdiction over such proceeding that
the Company is bound by all the provisions of this Agreement. The Company shall indemnify Indemnitee against any and all Expenses and,
if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefore) advance, to the
extent not prohibited by law, such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by
Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any directors’ and officers’
liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such
indemnification, advancement of Expenses or insurance recovery, as the case may be.


 






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Indemnification
Agreement


 


(f) Notwithstanding
anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required
to be made prior to the final disposition of the Proceeding.


 


8. Non-Exclusivity;
Survival of Rights; Insurance; Subrogation; No Presumption.


 


(a) The
rights of indemnification as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at
any time be entitled under law, the Certificate, the By-laws, any agreement, a vote of stockholders, a resolution of directors or otherwise.
No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under
this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration
or repeal. To the extent that a change in the DGCL or other law, whether by statute or judicial decision, permits greater indemnification
than would be afforded currently under the Certificate, the By-laws and this Agreement, it is the intent of the parties hereto that Indemnitee
shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be
exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.


 


(b) To
the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees,
or agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise that such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance
with its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent or fiduciary under
such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms 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. In connection with any sale of the Company, including any merger, the Company shall use its reasonable commercial
efforts to maintain an insurance policy for a reasonable period or “tail” after the closing date of such sale or merger.


 






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Indemnification
Agreement


 


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


 


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


 


(e) The
Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company
as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from such other
corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.


 


(f) For
purposes of this Agreement, to the fullest extent permitted by law, the termination of any Proceeding, action, suit or claim, by judgment,
order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall
not create a presumption that the Indemnitee did not meet any particular standard of conduct or have any particular belief or that a
court has determined that indemnification is not permitted by applicable law.


 


9. Exception
to Right of Indemnification. 


 


Notwithstanding
any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any
claim made against Indemnitee:


 


(a) for
which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with
respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or


 


(b) for
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 Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law;
or 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 Company 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 Company provides the indemnification,
in its sole discretion, pursuant to the powers vested in the Company under law.


 






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10. Duration
of Agreement. 


 


All
agreements and obligations of the Company contained herein shall continue during the period Indemnitee is a director of the Company (or
is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise), plus three (3) years thereafter, and shall continue in all events thereafter so long as Indemnitee
shall be subject to any Proceeding (or any proceeding commenced under Section 7) by reason of his Corporate Status, not matter when instituted,
whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification
can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties
hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to
all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.
Notwithstanding the foregoing, no legal action shall be brought and no cause of action shall be asserted by or on behalf of the Company
or any affiliate of the Company against the Indemnitee, the 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 Company or
its affiliate shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such period; provided,
however, that if any shorter statute of limitations is otherwise applicable to any such cause of action, such shorter statute of limitations
shall govern.


 


11. Security.



 


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


 


12. Enforcement.


 


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


 


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


 


13. Definitions.



 


For
purposes of this Agreement


 






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(a) “Corporate
Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company, a subsidiary
of the Company or of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other
enterprise that such person is or was serving at the express written request of the Company. For the avoidance of doubt, “Corporate
Status” does not include the status of a person described in the foregoing sentence in his or her role as a representative of any
stockholder of the Company.


 


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


 


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


 


(d) “Expenses”
shall include all attorneys’ fees, disbursements, retainers, court costs, transcript costs, fees of experts, witness fees, travel
expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements
or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating,
participating, or being or preparing to be a witness in a Proceeding. Expenses also shall include Expenses incurred in connection with
any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost
bond, supersede as 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.


 


(e) “Independent
Legal Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently
is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party
(other than with respect to matters concerning 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 Legal Counsel” shall not include any person who, under the applicable standards of professional conduct
then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s
rights under this Agreement. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to
fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement
or its engagement pursuant hereto.


 


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


 






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14. Severability.



 


The
invalidity of unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.
Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights to the
fullest extent permitted by law. In the event any provision hereof conflicts with any law, such provision shall be deemed modified, consistent
with the aforementioned intent, to the extent necessary to resolve such conflict.


 


15. Modification
and Waiver.


 


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


 


16. Notice
By Indemnitee. 


 


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


 


17. Notices.


 


All
notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given:
(a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if such address is so
provided under this Section 17 and sent during normal business hours of the recipient, and if not so confirmed, then on the next business
day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one
(1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.
All communications shall be sent:


 






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Indemnification
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(a) To
Indemnitee at the address set forth below Indemnitee signature hereto or to the address that the Company has on file for tax purposes.


 


	 	(b)	To
  the Company at:
	 	 	Clearday,
  Inc.
	 	 	8800
  Village Drive, Suite 106
	 	 	San
  Antonio, TX 78217
	 	 	Attention:
  Chairman of the Board
















 


or
to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be; provided,
that any notice providing such other address shall be effective only if such notice expressly references this Agreement and this Section
17.


 


18. Counterparts.



 


This
Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same Agreement. This Agreement may also be executed and delivered by facsimile signature and in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


 


19. Headings.



 


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


 


20. Arbitration.



 


Any
dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or
validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration
in San Antonio, Texas if the Indemnitee commences the action or proceeding or the State of domicile of the Indemnitee if the Company
commences the action or proceeding, in each case, before three arbitrators. The arbitration shall be administered by JAMS pursuant to
its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules or a similar arbitration
organization selected by the Company in good faith and pursuant to similar rules. Judgment on the Award may be entered in any court having
jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate
jurisdiction and shall not remove the exclusive jurisdiction of the Delaware Court of Chancery to the extent such court has exclusive
jurisdiction with respect to any action or proceeding relating to this Agreement or the subject matter of this Agreement.


 






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21. Governing
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. The Company and Indemnitee hereby irrevocably and unconditionally
(i) agree that, subject to the provisions of Section 20, any action or proceeding arising out of or in connection with this Agreement
shall be brought and maintained 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, unless the Delaware Court is unable to adjudicate such action or proceeding, whereupon such action
or proceeding may be brought and maintained in any court of competent jurisdiction, (ii) 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, unless such action
or proceeding is brought or maintained in another court as provided in clause (i) above, (iii) appoint, to the extent such party is not
otherwise subject to service of process in the State of Delaware, irrevocably the Delaware Court as its agent in the State of Delaware
as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with
the same legal force and validity as if served upon such party personally within the State of Delaware, (iv) waive any objection to the
laying of venue of any such action or proceeding in the Delaware Court, unless such action or proceeding is brought or maintained in
another court as provided in clause (i) above, and (v) 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, unless such action or proceeding is brought or maintained
in another court as provided in clause (i) above.


 


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


 


	 	COMPANY
	 	 	 
	 	CLEARDAY,
    INC.
	 	 	 
	 	By:	     
	 	Name:	 
	 	Title:	 


 


	INDEMNITEE	 
	By:	 
	 	 
	Name:
    	 
	Address
    for notices	 
	[On
    file with the Company]	 


 




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