Exhibit 10.5


 


FORM
OF INDEMNITY AGREEMENT


 


THIS
INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Welsbach Technology Metals Acquisition
Corp., a Delaware corporation (the “Company”), and the undersigned indemnitee (“Indemnitee”).


 


RECITALS


 


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


 


WHEREAS,
the 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 (as defined below) 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 (the “Charter”) and the Bylaws (the
“Bylaws”) of the Company require indemnification of the officers and directors of the Company. Indemnitee may also be entitled
to indemnification pursuant to applicable provisions of the Delaware General Corporation Law (“DGCL”). The Bylaws 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, officers and other persons with respect to indemnification, hold harmless,
exoneration, advancement and reimbursement rights;


 


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, hold harmless, exonerate and to
advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to
serve the Company free from undue concern that they will not be so protected against liabilities;


 


WHEREAS,
this Agreement is a supplement to and in furtherance of the Charter and Bylaws of the Company 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 may not be willing to serve as an officer or director 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 or she be so indemnified.


 


NOW,
THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree
as follows:


 


TERMS
AND CONDITIONS


 


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



 


		2.	DEFINITIONS.
                                            As used in this Agreement:



 


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



 


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



 


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



 


		i.	Acquisition
                                            of Stock by Third Party. Other than Chardan Capital Markets, LLC (the “Underwriter”)
                                            or an affiliate thereof, any Person (as defined below) 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 (as defined below) and such acquisition would not constitute a Change in Control
                                            under part (iii) of this definition;



 






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		ii.	Change
                                            in the Board. Individuals who, as of the date hereof, constitute the Board, and any new
                                            director whose election by the Board or nomination for election by the 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 hereof or whose election for nomination for election was previously
                                            so approved (collectively, the “Continuing Directors”), cease for any reason
                                            to constitute at least a majority of the members of the Board;



 


		iii.	Corporate
                                            Transactions. The effective date of a merger, stock exchange, asset acquisition, stock
                                            purchase, reorganization or other similar business combination involving the Company and
                                            one or more businesses or entities (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, without limitation, 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; (2) other than the Underwriter or an affiliate thereof,
                                            no Person (excluding any corporation resulting from such Business Combination) is the Beneficial
                                            Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding
                                            securities entitled to vote generally in the election of directors of the surviving corporation
                                            except to the extent that such ownership existed prior to the Business Combination; and (3)
                                            at least a majority of the board of directors of the corporation resulting from such Business
                                            Combination were Continuing Directors at the time of the execution of the initial agreement,
                                            or of the action of the Board, providing for such Business Combination;



 


		iv.	Liquidation.
                                            The approval by the stockholders of the Company 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); or



 


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



 






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



 


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



 


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



 


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



 


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



 


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



 


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



 






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		(k)	“Independent
                                            Counsel” shall mean a law firm or a member of a law firm with significant experience
                                            in matters of corporate law and that neither presently is, nor in the past five years has
                                            been, retained to represent: (i) the Company or Indemnitee in any matter material to either
                                            such party (other than with respect to matters concerning the Indemnitee under this Agreement,
                                            or of other indemnitees under similar indemnification agreements); or (ii) any other party
                                            to the Proceeding (as defined below) giving rise to a claim for indemnification hereunder.
                                            Notwithstanding the foregoing, the term “Independent Counsel” shall not include
                                            any person who, under the applicable standards of professional conduct then prevailing, would
                                            have a conflict of interest in representing either the Company or Indemnitee in an action
                                            to determine Indemnitee’s rights under this Agreement.



 


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



 


		(m)	The
                                            term “Proceeding” shall include any threatened, pending or completed action,
                                            suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry,
                                            administrative hearing or any other actual, threatened or completed proceeding, whether brought
                                            in the right of the Company or otherwise and whether of a civil (including intentional or
                                            unintentional tort claims), criminal, administrative or investigative or related nature,
                                            in which Indemnitee was, is, will or might be involved as a party or a participant (as a
                                            witness or otherwise), by reason of his or her Corporate Status or by reason of any action
                                            (or failure to act) taken by him or of any action (or failure to act) on his part while acting
                                            as a director or officer of the Company, 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.



 


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



 


		3.	INDEMNITY
                                            IN THIRD-PARTY PROCEEDINGS. Notwithstanding any other provisions of this Agreement except
                                            for Section 27, to the fullest extent permitted by applicable law, the Company shall indemnify,
                                            hold harmless and exonerate Indemnitee in accordance with the provisions of this Section
                                            3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness,
                                            deponent or otherwise) in any Proceeding, other than a Proceeding by or in the right of the
                                            Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall
                                            be indemnified, held harmless and exonerated against all Expenses, judgments, liabilities,
                                            fines, penalties and amounts paid in settlement (including all interest, assessments and
                                            other charges paid or payable in connection with or in respect of such Expenses, judgments,
                                            fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee
                                            or on his or her behalf in connection with such Proceeding or any claim, issue or matter
                                            therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed
                                            to be in or not opposed to the best interests of the Company and, in the case of a criminal
                                            Proceeding, had no reasonable cause to believe that his or her conduct was unlawful.



 






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		4.	INDEMNITY
                                            IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. Notwithstanding any other provisions
                                            of this Agreement except for Section 27, to the fullest extent permitted by applicable law,
                                            the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the
                                            provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, a party
                                            to or a participant (as a witness, deponent or otherwise) in any Proceeding by or in the
                                            right of the Company to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee
                                            shall be indemnified against all Expenses actually and reasonably incurred by him or her
                                            or on his or her behalf in connection with such Proceeding or any claim, issue or matter
                                            therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed
                                            to be in or not opposed to the best interests of the Company. No indemnification, hold harmless
                                            or exoneration for Expenses shall be made under this Section 4 in respect of any claim, issue
                                            or matter as to which Indemnitee shall have been finally adjudged by a court to be liable
                                            to the Company, unless and only to the extent that any court in which the Proceeding was
                                            brought or the Delaware Court shall determine upon application that, despite the adjudication
                                            of liability but in view of all of the circumstances of the case, Indemnitee is fairly and
                                            reasonably entitled to indemnification, to be held harmless or to exoneration.



 


		5.	INDEMNIFICATION
                                            FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other
                                            provisions of this Agreement except for Section 27, to the extent that Indemnitee was or
                                            is a party to or a participant (as a witness, deponent or otherwise) in and is successful,
                                            on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter
                                            therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable
                                            law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and
                                            reasonably incurred by him or her in connection therewith. If Indemnitee is not wholly successful
                                            in such Proceeding but is successful, on the merits or otherwise, as to one or more but less
                                            than all claims, issues or matters in such Proceeding, the Company shall, to the fullest
                                            extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against
                                            all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection
                                            with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful
                                            in such Proceeding, the Company also shall, to the fullest extent permitted by applicable
                                            law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and
                                            reasonably incurred in connection with a claim, issue or matter related to any claim, issue,
                                            or matter on which the Indemnitee was successful. For purposes of this Section and without
                                            limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal,
                                            with or without prejudice, shall be deemed to be a successful result as to such claim, issue
                                            or matter.



 


		6.	INDEMNIFICATION
                                            FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement except
                                            for Section 27, to the extent that Indemnitee is a participant (as a witness or otherwise)
                                            in any Proceeding to which Indemnitee is not a party, he or she shall, to the fullest extent
                                            permitted by applicable law, be indemnified, held harmless and exonerated against all Expenses
                                            actually and reasonably incurred by him or her or on his or her behalf in connection therewith.



 






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



 


		8.	CONTRIBUTION
                                            IN THE EVENT OF JOINT LIABILITY.



 


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



 


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



 


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



 


		9.	EXCLUSIONS.
                                            Notwithstanding any provision in this Agreement except for Section 27, the Company shall
                                            not be obligated under this Agreement to make any indemnification, hold harmless or exoneration
                                            payment in connection with any claim made against Indemnitee:



 


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



 


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



 


		(c)	except
                                            as otherwise provided in Sections 14(e)-(f) hereof, prior to a Change in Control, in connection
                                            with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any
                                            Proceeding (or any part of any Proceeding) initiated by Indemnitee against the 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, hold harmless or exoneration payment, in its sole discretion,
                                            pursuant to the powers vested in the Company under applicable law.



 






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		10.	ADVANCES
                                            OF EXPENSES; DEFENSE OF CLAIM.



 


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



 


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



 


		(c)	The
                                            Company shall not settle any action, claim or Proceeding (in whole or in part) which would
                                            impose any Expense, judgment, fine, penalty or limitation that is not entitled to be indemnified
                                            under this Agreement on the Indemnitee without the Indemnitee’s prior written consent.



 


		11.	PROCEDURE
                                            FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.



 


		(a)	Indemnitee
                                            agrees to 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 which may be subject to indemnification, hold harmless or exoneration rights, or
                                            advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company
                                            shall not relieve the Company of any obligation which it may have to the Indemnitee under
                                            this Agreement, or otherwise.



 


		(b)	Indemnitee
                                            may deliver to the Company a written application to indemnify, hold harmless or exonerate
                                            Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time
                                            to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion.
                                            Following such a written application for indemnification by Indemnitee, the Indemnitee’s
                                            entitlement to indemnification shall be determined according to Section 12(a) of this Agreement.



 






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		12.	PROCEDURE
                                            UPON APPLICATION FOR INDEMNIFICATION.



 


		(a)	A
                                            determination, if required by applicable law, with respect to Indemnitee’s entitlement
                                            to indemnification shall be made in the specific case by one of the following methods, which
                                            shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors,
                                            even though less than a quorum of the Board, (ii) by a committee of such directors designated
                                            by majority vote of such directors, or (iii) by Independent Counsel in a written opinion
                                            to the Board, a copy of which shall be delivered to Indemnitee. The Company will promptly
                                            advise Indemnitee in writing with respect to any determination that Indemnitee is or is not
                                            entitled to indemnification, including a description of any reason or basis for which indemnification
                                            has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment
                                            to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall
                                            reasonably cooperate with the person, persons or entity making such determination with respect
                                            to Indemnitee’s entitlement to indemnification, including providing to such person,
                                            persons or entity upon reasonable advance request any documentation or information which
                                            is not privileged or otherwise protected from disclosure and which is reasonably available
                                            to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including
                                            reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating
                                            with the person, persons or entity making such determination shall be borne by the Company
                                            (irrespective of the determination as to Indemnitee’s entitlement to indemnification)
                                            and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom.



 


		(b)	In
                                            the event the determination of entitlement to indemnification is to be made by Independent
                                            Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided
                                            in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee
                                            shall request that such selection be made by the Board), and Indemnitee shall give written
                                            notice to the Company advising it of the identity of the Independent Counsel so selected
                                            and certifying that the Independent Counsel so selected meets the requirements of “Independent
                                            Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected
                                            by the Board, the Company shall give written notice to Indemnitee advising him of the identity
                                            of the Independent Counsel so selected and certifying that the Independent Counsel so selected
                                            meets the requirements of “Independent Counsel” as defined in Section 2 of this
                                            Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten
                                            (10) days after such written notice of selection shall have been received, deliver to the
                                            Company or to Indemnitee, as the case may be, a written objection to such selection; provided,
                                            however, that such objection may be asserted only on the ground that the Independent Counsel
                                            so selected does not meet the requirements of “Independent Counsel” as defined
                                            in Section 2 of this Agreement, and the objection shall set forth with particularity the
                                            factual basis of such assertion. Absent a proper and timely objection, the person so selected
                                            shall act as Independent Counsel. If such written objection is so made and substantiated,
                                            the Independent Counsel so selected may not serve as Independent Counsel unless and until
                                            such objection is withdrawn or a court of competent jurisdiction has determined that such
                                            objection is without merit. If, within twenty (20) days after submission by Indemnitee of
                                            a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel
                                            shall have been selected and not objected to, either the Company or Indemnitee may petition
                                            the Delaware Court for resolution of any objection which shall have been made by the Company
                                            or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment
                                            as Independent Counsel of a person selected by the Delaware Court, and the person with respect
                                            to whom all objections are so resolved or the person so appointed shall act as Independent
                                            Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding
                                            or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be
                                            discharged and relieved of any further responsibility in such capacity (subject to the applicable
                                            standards of professional conduct then prevailing).



 






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



 


		13.	PRESUMPTIONS
                                            AND EFFECT OF CERTAIN PROCEEDINGS.



 


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



 


		(b)	If
                                            the person, persons or entity empowered or selected under Section 12 of this Agreement to
                                            determine whether Indemnitee is entitled to indemnification shall not have made a determination
                                            within thirty (30) days after receipt by the 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 final
                                            judicial determination that any or all such indemnification is expressly prohibited under
                                            applicable law; provided, however, that such 30-day period may be extended for a reasonable
                                            time, not to exceed an additional fifteen (15) days, if the person, persons or entity making
                                            the determination with respect to entitlement to indemnification in good faith require(s)
                                            such additional time for the obtaining or evaluating of documentation and/or information
                                            relating thereto.



 


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



 






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



 


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



 


		14.	REMEDIES
                                            OF INDEMNITEE.



 


		(a)	In
                                            the event that (i) a determination is made pursuant to Section 12 of this Agreement that
                                            Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses,
                                            to the fullest extent permitted by applicable law, is not timely made pursuant to Section
                                            10 of this Agreement, (iii) no determination of entitlement to indemnification shall have
                                            been made pursuant to Section 12(a) of this Agreement within the timeline set forth in this
                                            Agreement, (iv) payment of indemnification is not made pursuant to Section 5, 6, 7 or the
                                            last sentence of Section 12(a) of this Agreement within the timeline set forth in this Agreement,
                                            (v) a contribution payment is not made in a timely manner pursuant to Section 8 of this Agreement,
                                            (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made
                                            within the timeline set forth in this Agreement, or (vii) payment to Indemnitee pursuant
                                            to any hold harmless or exoneration rights under this Agreement or otherwise is not made
                                            within the timeline set forth in this Agreement, Indemnitee shall be entitled to an adjudication
                                            by the Delaware Court to such indemnification, hold harmless, exoneration, contribution or
                                            advancement rights. Alternatively, Indemnitee, at his or her option, may seek an award in
                                            arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration
                                            Rules of the American Arbitration Association. Except as set forth herein, the provisions
                                            of Delaware law (without regard to its conflict of laws rules) shall apply to any such arbitration.
                                            The Company shall not oppose Indemnitee’s right to seek any such adjudication or award
                                            in arbitration.



 






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



 


		(c)	If
                                            a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee
                                            is entitled to indemnification, the Company shall be bound by such determination in any judicial
                                            proceeding or arbitration commenced pursuant to this Section 14, absent (i) a misstatement
                                            by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
                                            statement not materially misleading, in connection with the request for indemnification,
                                            or (ii) a prohibition of such indemnification under applicable law.



 


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



 


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



 


		(f)	Interest
                                            shall be paid by the Company to Indemnitee at the legal rate under Delaware law for amounts
                                            which the Company indemnifies, holds harmless or exonerates, contributes, reimburses, advances,
                                            or is obliged to indemnify, hold harmless, exonerate, contribute, reimburse or advance for
                                            the period commencing with the date on which the Indemnitee requests such indemnification,
                                            to be held harmless, exonerated, contribution, reimbursement or advancement of any Expenses
                                            and ending with the date on which such payment is made to Indemnitee by the Company.



 






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



 


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



 


		(a)	The
                                            rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other
                                            rights to which Indemnitee may at any time be entitled under applicable law, the Charter,
                                            the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise.
                                            No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit
                                            or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless
                                            of when such Proceeding is first threatened, commenced or completed) or claim, issue or matter
                                            therein arising out of, or related to, any action taken or omitted by such Indemnitee in
                                            his Corporate Status prior to such amendment, alteration or repeal. To the extent that a
                                            change in applicable law, whether by statute or judicial decision, permits greater indemnification,
                                            hold harmless or exoneration rights or advancement of Expenses than would be afforded currently
                                            under the Charter, the Bylaws or this Agreement, then this Agreement (without any further
                                            action by the parties hereto) shall automatically be deemed to be amended to require that
                                            the Company indemnifies the Indemnitee to the fullest extent permitted by law. No right or
                                            remedy herein conferred is intended to be exclusive of any other right or remedy, and every
                                            other right and remedy shall be cumulative and in addition to every other right and remedy
                                            given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion
                                            or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
                                            assertion or employment of any other right or remedy.



 


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



 






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		(c)	To
                                            the extent that the Company maintains an insurance policy or policies providing liability
                                            insurance for directors, officers, trustees, partners, managers, managing members, fiduciaries,
                                            employees, or agents of the Company or of any other Enterprise which such person serves at
                                            the request of the Company, Indemnitee shall be covered by such policy or policies in accordance
                                            with its or their terms to the maximum extent of the coverage available for any such director,
                                            officer, trustee, partner, manager, managing member, fiduciary, employee or agent under such
                                            policy or policies. If, at the time the Company receives notice from any source of a Proceeding
                                            as to which Indemnitee is a party or a participant (as a witness, deponent or otherwise),
                                            the Company has director and officer liability insurance in effect, the Company shall give
                                            prompt notice 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 the Indemnitee, all amounts payable as
                                            a result of such Proceeding in accordance with the terms of such policies.



 


		(d)	In
                                            the event of any payment under this Agreement, the 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. No
                                            such payment by the Company shall be deemed to relieve any insurer of its obligations.



 


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



 


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



 


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



 






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		18.	SEVERABILITY.
                                            If any provision or provisions of this Agreement shall be held to be invalid, illegal or
                                            unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of
                                            the remaining provisions of this Agreement (including, without limitation, each portion of
                                            any Section, paragraph or sentence of this Agreement containing any such provision held to
                                            be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable)
                                            shall not in any way be affected or impaired thereby and shall remain enforceable to the
                                            fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed
                                            to the extent necessary to conform to applicable law and to give the maximum effect to the
                                            intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this
                                            Agreement (including, without limitation, each portion of any Section, paragraph or sentence
                                            of this Agreement containing any such provision held to be invalid, illegal or unenforceable,
                                            that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect
                                            to the intent manifested thereby.



 


		19.	ENFORCEMENT
                                            AND BINDING EFFECT.



 


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



 


		(b)	Without
                                            limiting any of the rights of Indemnitee under the Charter or Bylaws as they may be amended
                                            from time to time, this Agreement constitutes the entire agreement between the parties hereto
                                            with respect to the subject matter hereof and supersedes all prior agreements and understandings,
                                            oral, written and implied, between the parties hereto with respect to the subject matter
                                            hereof.



 


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



 






    15


     


    

 


		(d)	The
                                            Company shall require and cause any successor (whether direct or indirect by purchase, merger,
                                            consolidation or otherwise) to all, substantially all or a substantial part, of the business
                                            and/or assets of the Company, by written agreement in form and substance satisfactory to
                                            the 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.



 


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



 


		20.	MODIFICATION
                                            AND WAIVER. No supplement, modification or amendment of this Agreement shall be binding
                                            unless executed in writing by the parties hereto. No waiver of any of the provisions of this
                                            Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement
                                            nor shall any waiver constitute a continuing waiver.



 


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



 


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



 


		(b)	If
                                            to the Company, to:



 


Welsbach
Technology Metals Acquisition Corp.


160
S Craig Place


Lombard,
Illinois 60148


Attn:
Daniel Mamadou, Chief Executive Officer


Email:
daniel@welsbach.sg


 


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


 



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		22.	APPLICABLE
                                            LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties
                                            shall be governed by, and construed and enforced in accordance with, the laws of the State
                                            of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration
                                            commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee
                                            hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out
                                            of or in connection with this Agreement shall be brought only in the Delaware Court and not
                                            in any other state or federal court in the United States of America or any court in any other
                                            country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes
                                            of any action or proceeding arising out of or in connection with this Agreement; (c) waive
                                            any objection to the laying of venue of any such action or proceeding in the Delaware Court;
                                            and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding
                                            brought in the Delaware Court has been brought in an improper or inconvenient forum, or is
                                            subject (in whole or in part) to a jury trial.



 


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



 


		24.	MISCELLANEOUS.
                                            Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where
                                            appropriate. The headings of the paragraphs of this Agreement are inserted for convenience
                                            only and shall not be deemed to constitute part of this Agreement or to affect the construction
                                            thereof.



 


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



 






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		26.	ADDITIONAL
                                            ACTS. If, for the validation of any of the provisions in this Agreement any act, resolution,
                                            approval or other procedure is required, the Company undertakes to cause such act, resolution,
                                            approval or other procedure to be affected or adopted in a manner that will enable the Company
                                            to fulfill its obligations under this Agreement.



 


		27.	WAIVER
                                            OF CLAIMS TO TRUST ACCOUNT. Notwithstanding anything to the contrary contained herein,
                                            Indemnitee hereby agrees that he or she does not have any right, title, interest or claim
                                            of any kind (each, a “Claim”) in or to any monies in the trust account established
                                            in connection with the Company’s initial public offering for the benefit of the Company
                                            and holders of shares issued in such offering, and hereby waives any Claim he or she may
                                            have in the future as a result of, or arising out of, any services provided to the Company
                                            and will not seek recourse against such trust account for any reason whatsoever. For purposes
                                            of clarity, Indemnitee acknowledges and agrees that no monies held in the Trust Account may
                                            be used to indemnify Indemnitee for any purpose whatsoever.



 


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



 


[Signatures
follow]


 






    18


     


    

 


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


 


	 	WELSBACH TECHNOLOGY METALS ACQUISITION CORP.
	 	 
	 	By: 	
	 	Name:	                 
	 	Title:	 


 


	 	INDEMNITEE:
	 	 
	 	 


 


[Signature
page to Indemnity Agreement]