Exhibit
10.2


 


INDEMNIFICATION
AGREEMENT


 


THIS
INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as
of [ ], 2021 between Rhodium Enterprises, Inc., a Delaware corporation
(the “Company”), and [          ]
(“Indemnitee”).


 


WHEREAS,
directors, officers and other persons (“Representatives”) 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 corporation or business enterprise itself;


 


WHEREAS,
highly competent persons have become more reluctant to serve as Representatives unless they are provided with adequate protection 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 the
increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its stockholders
and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;


 


WHEREAS,
(1) the bylaws of the Company (as amended or restated, the “Bylaws”) require
indemnification of the officers and directors of the Company, (2) Indemnitee may also be entitled to indemnification pursuant to the
General Corporation Law of the State of Delaware (the “DGCL”) and (3)
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 Representatives with respect to indemnification;


 


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 applicable law so that they will serve or continue to serve the Company free from
undue concern that they will not be so indemnified;


 


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


 


WHEREAS,
(1) Indemnitee may not be willing to serve or continue to serve as a Representative without adequate protection, and the Company desires
Indemnitee to serve or continue to serve in such capacity and (2) Indemnitee is willing to serve, continue to serve and take on additional
service for or on behalf of the Company on the condition that Indemnitee be so indemnified.


 


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


 


1. Indemnity of Indemnitee. Subject to the provisions of Section 9, the Company hereby agrees to hold harmless and indemnify
Indemnitee to the fullest extent permitted by law, as such may be amended from time to time, if Indemnitee was or is, or is threatened
to be made, a party to, or otherwise becomes involved in, any Proceeding (as hereinafter defined) by reason of Indemnitee’s Corporate
Status (as hereinafter defined). In furtherance of the foregoing indemnification, and without limiting the generality thereof:


 


(a) Proceedings other than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification
provided in this Section 1(a) if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made,
a party to or participant in, or otherwise becomes involved 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, judgments, penalties,
fines and amounts paid in settlement actually and reasonably incurred by Indemnitee, or on Indemnitee’s 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 best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to
believe Indemnitee’s conduct was unlawful.


 






     


     


    

 


(b) Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this
Section 1(b) if, by reason of Indemnitee’s 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 and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with such Proceeding if Indemnitee
acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; 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 finally adjudged by a court to be liable to the Company unless and only to
the extent that the court in which the Proceeding was brought shall determine that Indemnitee is fairly and reasonably entitled to indemnification.


 


(c) Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement,
to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to or participant in and is successful, on
the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, Indemnitee shall
be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably
incurred by Indemnitee or on Indemnitee’s 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 Indemnitee or on Indemnitee’s behalf
in connection with each successfully resolved claim, issue or matter. For purposes of this Section 1(c) and without limitation,
the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful
result as to such claim, issue or matter.


 


2. Additional Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section
1 of this Agreement, the Company shall and hereby does, to the fullest extent permitted by applicable law, indemnify and hold harmless
Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee
or on Indemnitee’s behalf if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party
to or participant in any Proceeding (including a Proceeding by or in the right of the Company). The only limitation that shall exist
upon the Company’s obligations pursuant to this Agreement, other than those set forth in Section 9 hereof, shall be that
the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to
the presumptions, set forth in Sections 6 and 7 hereof) to be unlawful.


 


3. Contribution.


 


(a) Whether or not the indemnification provided in Sections 1 and 2 hereof is available, in respect of any threatened, pending
or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action,
suit or proceeding), to the fullest extent permitted by applicable law, 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, without the Indemnitee’s
prior written consent, enter into any such settlement of any action, suit or proceeding (in whole or in part) unless such settlement
(i) provides for a full and final release of all claims asserted against Indemnitee and (ii) does not impose any Expense, judgment, fine,
penalty or limitation on Indemnitee.


 


(b) Without diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee
shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed action, suit
or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), to the
fullest extent permitted by applicable law, the Company shall contribute to the amount of Expenses, 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 or events
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 transaction or 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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(c) To the fullest extent permitted by applicable law, 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 permissible under applicable 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 fullest extent permitted
by applicable law and to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness, is made (or asked)
to respond to discovery requests, or is otherwise asked to participate, in any Proceeding to which Indemnitee is not a party, Indemnitee
shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection
therewith.


 


5. Advancement of Expenses. Notwithstanding any other provision of this Agreement (other than Section 9), the Company shall
advance, to the extent not prohibited by law, all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding (or
part of any Proceeding) not initiated by Indemnitee or any Proceeding initiated by Indemnitee with the prior approval of the Board as
provided in Section 9(d), 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. Any advances pursuant to this Section 5 shall be
unsecured and interest free. In accordance with Section 7(d) of this Agreement, advances shall include any and all reasonable
Expenses incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements
to the Company to support the advances claimed. This Section 5 shall not apply to claim by Indemnitee for expenses in a matter
for which indemnity and advancement of expenses is excluded pursuant to Section 9.


 


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:


 


(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. Notwithstanding the foregoing, any failure of Indemnitee to
provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any liability
that it may have to Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests of the Company.


 






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(b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination
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 (as hereinafter defined), 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 Counsel
in a written opinion 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; provided, however, that if a Change in Control has occurred, the determination with respect to Indemnitee’s entitlement
to indemnification shall be made by Independent Counsel. For purposes hereof, Disinterested Directors are those members of the Board
who are not parties to the action, suit or proceeding in respect of which indemnification is sought by Indemnitee.


 


(c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall
be selected as provided in this Section 6(c). If a Change in Control has not occurred, the Independent Counsel shall be selected
by the Board, and the Company shall give written notice to the Indemnitee advising Indemnitee of the identity of the Independent Counsel
so selected. Indemnitee may, within 10 days after such written notice of selection shall have been given, deliver to the Company 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 12 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent
a proper and timely objection, the Person so selected shall act as Independent Counsel. If a written objection is made and substantiated,
the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined
that such objection is without merit. If a Change in Control has occurred, the Independent Counsel shall be selected by the Indemnitee
(unless the Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and
approved by the Board within 20 days after notification by Indemnitee. If (i) an Independent Counsel is to make the determination of
entitlement pursuant to this Section 6, and (ii) within 20 days after submission by Indemnitee of a written request for indemnification
pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected (including as a result of an objection to the
selected Independent Counsel), either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware or other
court of competent jurisdiction for resolution of any objection which shall have been made by Indemnitee to the Company’s selection
of Independent Counsel and/or for the appointment as Independent Counsel of a Person selected by the court or by such other Person as
the court shall designate, and the Person with respect to whom all objections are so resolved or the Person so appointed shall act as
Independent Counsel under Section 6(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel
incurred by such Independent Counsel in connection with acting pursuant to Section 6(b) hereof, and the Company shall pay all
reasonable fees and expenses incident to the procedures of this Section 6(c), regardless of the manner in which such Independent
Counsel was selected or appointed.


 


(d) In making a determination with respect to entitlement to indemnification hereunder, the Person making such determination shall to the
fullest extent permitted by law presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome
this presumption shall have the burden of proof to overcome such presumption. Neither the failure of the Company (including 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 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.


 


(e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the
Enterprise (as hereinafter defined), including financial statements, or on information supplied to Indemnitee by the officers of the
Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or
reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable
care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of
the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether
or not the foregoing provisions of this Section 6(e) are satisfied, it shall in any event be presumed that Indemnitee has at all
times acted in good faith and in a manner Indemnitee 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 empowered or selected under this Section 6 to determine whether Indemnitee is entitled to indemnification shall
not have made a determination within thirty (30) days after receipt by the Company of the request therefor, the requisite determination
of entitlement to indemnification shall to the fullest extent permitted by law be deemed to have been made and Indemnitee shall be entitled
to such indemnification absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make
Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of
such indemnification 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 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) of this Agreement 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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(g) Indemnitee shall cooperate with the Person making such determination with respect to Indemnitee’s entitlement to indemnification,
including providing to such Person 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 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 to the fullest extent permitted by law 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 Indemnitee
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 Indemnitee’s conduct was unlawful.


 


7. Remedies of Indemnitee.


 


(a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination
of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within thirty (30) days after receipt by
the Company of the request for indemnification or (iv) payment of indemnification is not made within ten (10) days after a determination
has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section
6 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any
other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expenses.
Alternatively, Indemnitee, at Indemnitee’s 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. 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 6(b) of this Agreement that Indemnitee is not
entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 7 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 the adverse determination
under Section 6(b). In any judicial proceeding or arbitration commenced pursuant to this Section 7, Indemnitee shall be
presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled
to indemnification or advancement of Expenses, as the case may be, and the Company may not refer to, or introduce into evidence, any
determination pursuant to Section 6(b) of this Agreement adverse to Indemnitee for any purpose other than to establish its
compliance with the terms of this Agreement. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section
7, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 5 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 6(b) 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 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
applicable law.


 


(d) In the event that Indemnitee, pursuant to this Section 7, incurs costs, in a judicial or arbitration proceeding or otherwise,
attempting to enforce Indemnitee’s 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, if any, the Company shall pay on Indemnitee’s behalf,
in advance, any and all expenses (of the types described in the definition of Expenses in Section 12 of this Agreement) actually
and reasonably incurred by Indemnitee in such efforts, regardless of whether Indemnitee ultimately is determined to be entitled to such
indemnification, advancement of expenses or insurance recovery, to the fullest extent permitted by applicable law. It is the intent of
the Company that, to the fullest extent permitted by applicable law, Indemnitee not be required to incur legal fees or other Expenses
associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise
because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder.


 


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


 






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


 


(a) The rights of indemnification and to receive advancement of Expenses 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 Amended & Restated Certificate of Incorporation
of the Company (as amended or restated, the “Charter”), the Bylaws, any agreement,
a vote of stockholders, a resolution of directors or otherwise, of the Company. 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 Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change
in the DGCL, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the Charter,
Bylaws 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) The Company shall, if commercially reasonable, obtain and maintain in effect during the entire period for which the Company is obligated
to indemnify Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the directors
and officers 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. 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 officer or director under such policy or policies. In all such
insurance policies, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee with the same rights and benefits
as are accorded to the most favorably insured of the Company’s directors and officers. At the time of the receipt of a notice of
a claim pursuant to the terms hereof, 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.


 


(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 (or for which advancement
of Expenses is provided) hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance
policy, contract, agreement or otherwise.


 






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(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.


 


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 or advancement of expenses 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;


 


(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 (as hereinafter defined), or similar provisions of state statutory law or common law;
or


 


(c) for reimbursement to the Company of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee
from the sale of securities of the Company, in each case as required under the Exchange Act (including any such reimbursements that arise
from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley
Act”) or Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act in connection with an accounting
restatement of the Company or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in
violation of Section 306 of the Sarbanes-Oxley Act);


 


(d) 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 Company
has joined in or the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides
the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, or (iii) the Proceeding
is one to enforce Indemnitee’s rights under this Agreement or;


 


(e) any reimbursement of the Company by Indemnitee of any compensation pursuant to any compensation recoupment or clawback policy adopted
by the Board or the compensation committee of the Board, including but not limited to any such policy adopted to comply with stock exchange
listing requirements implementing Section 10D of the Exchange Act.


 


10. Non-Disclosure of Payments. Except as expressly required by the securities laws of the United States of America or other applicable
law, neither party shall disclose any payments under this Agreement unless prior approval of the other party is obtained. If any payment
information must be disclosed, the Company shall afford the Indemnitee an opportunity to review all such disclosures and, if requested,
to explain in such statement any mitigating circumstances regarding the events to be reported.


 






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11. Duration of Agreement. All agreements and obligations of the Company contained herein shall continue until and terminate upon
the later of (i) ten (10) years after the date that Indemnitee shall have ceased to serve as a director or officer of the Company or
a director, officer, trustee, partner, managing member, fiduciary, employee or agent of any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise which Indemnitee served at the request of the Company, and (ii) one (1) year after the
final termination of any Proceeding (including any rights of appeal thereto) in respect of which Indemnitee is granted rights of indemnification
or advancement of Expenses hereunder and of any Proceeding commenced by Indemnitee pursuant to Section 7 of this Agreement relating
thereto (including any rights of appeal of any Proceeding commenced pursuant to Section 7 of this Agreement). Termination of this
Agreement shall not adversely affect any right or protection hereunder of any Indemnitee in respect of any Proceeding (regardless of
when such Proceeding is first threatened, commenced or completed) arising out of, or related to, any act or omission occurring prior
to the time of such termination. 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.


 


12. Definitions. For purposes of this Agreement:


 


(a) “Beneficial Owner” shall have the meaning given to such term in Rule 13d-3
under the Exchange Act; provided, however, that Beneficial Owner shall exclude any Person otherwise becoming a Beneficial Owner by reason
of the stockholders of the Company approving a merger of the Company with another entity.


 


(b) “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. Any Person (as defined below), and other than a trustee or other fiduciary holding securities under
an employee benefit plan of the Company or 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, is or becomes the Beneficial Owner (as defined above), directly or indirectly,
of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities,
unless the change in relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in
the aggregate number of outstanding securities entitled to vote generally in the election of directors;


 


(ii) Change in Board of Directors. During any period of two (2) consecutive years (not including any period prior to the execution of this
Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated
by a Person who has entered into an agreement with the Company to effect a transaction described in Section 12(b)(i), 12(b)(iii)
or 12(b)(iv)) 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 either were directors at the beginning of the period or whose election
or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board;


 






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(iii) Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or
consolidation that would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation
continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than
50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation
and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity; and


 


(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, 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.


 


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


 


(d) “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.


 


(e) “Enterprise” shall mean the Company and any other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise that Indemnitee is or was serving at the request of the Company as a
director, officer, trustee, partner, managing member, employee, agent or fiduciary.


 


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


 


(g) “Expenses” shall include all reasonable attorneys’ fees, retainers,
court costs, transcript costs, fees of experts and other professionals, witness fees, travel expenses, duplicating costs, printing and
binding costs, telephone charges, postage, delivery service fees, ERISA excise taxes and penalties, 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, or responding to, or objecting to, a request to provide discovery in any Proceeding.
Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding 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, including without
limitation the 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.


 






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(h) “Independent Counsel” means a law firm, or a member of a law firm, that is
experienced in matters of corporation law and neither presently is, nor in the past five (5) 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
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 and disbursements of the Independent Counsel referred to above and to fully
indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or
its engagement pursuant hereto.


 


(i)  
“Person” shall have the meaning as set forth in Sections 13(d) and
14(d) of the Exchange Act; provided, however, that Person shall exclude (i) the Company, (ii) any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, and (iii) 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.


 


(j)
“Proceeding” includes any threatened, pending or completed action, suit,
claim, counterclaim, cross claim, arbitration, mediation, 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 Indemnitee or of any inaction
on Indemnitee’s part while acting as an officer or director of the Company, or by reason of the fact that Indemnitee is or was
serving at the request of the Company as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint
venture, trust or other enterprise; in each case whether or not Indemnitee 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 to Section 7 of this Agreement to enforce Indemnitee’s
rights under this Agreement.


 


13. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (i) 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; (ii) such provision or provisions shall be deemed reformed to the fullest extent necessary to
conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (iii) 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. Without limiting the generality of the foregoing, this Agreement
is intended to confer upon Indemnitee indemnification rights to the fullest extent permitted by applicable laws.


 






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14. 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 or officer of the Company, and the Company acknowledges that Indemnitee is relying
upon this Agreement in serving or continuing to serve as a director or officer of the Company.


 


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


 


(c) The indemnification and advancement of expenses 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 of any other Enterprise at the Company’s request, and shall inure
to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.


 


(d) The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all
or substantially all of the business and/or assets of the Company to expressly 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 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 Indemnitee 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 undertaking in connection therewith. The Company
acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by the court, and the Company hereby
waives any such requirement of such a bond or undertaking.


 






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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 or advancement of Expenses 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: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail or facsimile if
sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (iii) five (5) days after
having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) day after deposit with a
nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. Addresses for notice to
either party are as shown on the signature page of this Agreement, or as subsequently modified by written notice complying with the provisions
of this Section 17. Delivery of communications to the Company with respect to this Agreement shall be sent to the attention of the Company’s
General Counsel.


 


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


 


20. Usage of Pronouns. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate.


 


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. Except with
respect to any arbitration commenced by Indemnitee pursuant to Section 7 of this Agreement, the Company and Indemnitee hereby
irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be
brought only in the Chancery Court of the State of Delaware (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, and (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.


 


[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]


 






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


 


	 	RHODIUM
    ENTERPRISES, INC.
	 	 
	 	By	                                               
	 	Name:
	 	Title:
	 	 
	 	INDEMNITEE
	 	 
	 	 
	 	Name:
	 	 
	 	Address:
	 	 
	 	 
	 	 
	 	 


 


SIGNATURE PAGE TO INDEMNIFICATION
AGREEMENT