Exhibit 10.3


 


INDEMNIFICATION
AGREEMENT


 


THIS INDEMNIFICATION AGREEMENT
(the “Agreement”) is made and entered into as of between PRO MUSIC RIGHTS,
INC., a Delaware corporation (the “Company”), and (“Indemnitee”).


 


WITNESSETH THAT:


 


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


 


WHEREAS, the Board
of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals,
the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company
and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice
among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and
trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors,
officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming
litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise
itself. The Certificate of Incorporation of the Company authorizes indemnification of the officers and directors of the Company, and the
Bylaws of the Company require indemnification of the executive officers and directors of the Company. Indemnitee may also be entitled
to indemnification pursuant to the General Corporation Law of the State of Delaware (“DGCL”). The Bylaws, Certificate
of Incorporation, 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;


 


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


 


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


 


WHEREAS, it is reasonable,
prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons
to the fullest extent permitted by 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 Certificate of Incorporation 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
does not regard the protection available under the Company’s Bylaws and Certificate of Incorporation and insurance as adequate in
the present circumstances, and 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 Indemnitee be so indemnified.


 


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


 


1. Indemnity of Indemnitee.
The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from
time to time. 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
l(a) if, by reason of Indemnitee’s Corporate Status (as hereinafter defined), the Indemnitee is, or is threatened to be made,
a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant
to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), 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 the Indemnitee acted in good faith and in a manner the 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 the 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, the 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 the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee
acted in good faith and in a manner the 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 adjudged to be liable to the Company unless and to the extent that the
Court of Chancery of the State of Delaware shall determine that such indemnification may be made.


 


(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 and is successful, on the merits or otherwise, in any Proceeding, 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 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.


 




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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 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), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee.
The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not
be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set
forth in Sections 6 and 7 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), the Company shall pay,
in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring Indemnitee
to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee.
The Company shall not enter into any settlement of any action, suit or proceeding in which the Company is jointly liable with Indemnitee
(or would be if joined in such action, suit or proceeding) unless such settlement provides for a full and final release of all claims
asserted against 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), 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 applicable 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) 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 extent that Indemnitee is, by reason of Indemnitee’s
Corporate Status, a witness, or is made (or asked) to respond to discovery requests, 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, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in
connection with any Proceeding by reason of Indemnitee’s Corporate Status within thirty (30) days after the receipt by the Company
of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition
of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be
preceded or accompanied by a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be
determined that Indemnitee is not entitled to be indemnified against such Expenses. Any advances and undertakings to repay pursuant to
this Section 5 shall be unsecured and interest free.


 


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


 


(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, even though less than a quorum, (2) by a committee of disinterested directors designated
by a majority vote of the disinterested directors, even though less than a quorum, (3) if there are no disinterested directors or if the
disinterested directors so direct, by independent legal counsel in a written opinion to the Board, a copy of which shall be delivered
to the Indemnitee, or (4) if so directed by the Board, by the stockholders of the Company. 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) If the determination of
entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) hereof, the Independent Counsel shall
be selected as provided in this Section 6(c). The Independent Counsel shall be selected by the Board. Indemnitee may, within ten
(10) days after such written notice of selection shall have been given, deliver to the Company 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 13 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, within twenty (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 and not objected to, 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 the 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 or persons or entity making such determination shall presume that
Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption shall have the burden of proof
and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including 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 legal counsel) that Indemnitee has not met such applicable standard of conduct, shall be a
defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.


 




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(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, persons or
entity empowered or selected under Section 6 to determine whether Indemnitee is entitled to indemnification shall not have made
a determination within sixty (60) days after receipt by the Company of the request therefor, the requisite determination of entitlement
to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification absent (i) a misstatement
by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading,
in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided,
however, that such sixty (60) day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if
the person, persons or entity making such determination with respect to entitlement to indemnification in good faith requires such additional
time to obtain or evaluate documentation and/or information relating thereto; and provided further, that the foregoing provisions
of this Section 6(f) shall not apply if the determination of entitlement to indemnification is to be made by the stockholders pursuant
to Section 6(b) 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.


 


(g) Indemnitee shall 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
Independent Counsel, member of the Board or stockholder of the Company shall act reasonably and in good faith in making a determination
regarding the Indemnitee’s entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys’
fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be
borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby
indemnifies and agrees to hold Indemnitee harmless therefrom.


 




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


 


(i) The termination of any Proceeding
or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent,
shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification
or create a presumption that Indemnitee did not act in good faith and in a manner which 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 ninety (90) days after receipt by the Company of the
request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within ten (10) days after receipt
by the Company of a written request therefor, or (v) payment of indemnification is not made within ten (10) days after a determination
has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section
6 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. Indemnitee shall commence such proceeding
seeking an adjudication within one hundred eighty (180) days following the date on which Indemnitee first has the right to commence such
proceeding pursuant to this Section 7(a). The Company shall not oppose Indemnitee’s right to seek any such adjudication.


 


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


 


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


 




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(d) In the event that Indemnitee,
pursuant to this Section 7, seeks a judicial adjudication of 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,
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 13 of this Agreement) actually and reasonably incurred by Indemnitee in such judicial adjudication, regardless of whether
Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery.


 


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


 


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


 


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


 


(a) The rights of indemnification
as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under
applicable law, the Certificate of Incorporation, the Bylaws, any agreement, a vote of stockholders, a resolution of directors of the
Company, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right
of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in 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 Certificate of Incorporation, 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.


 




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(b) To the extent that the Company
maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents or fiduciaries of
the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person
serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to
the maximum extent of the coverage available for any director, officer, employee, agent or fiduciary under such policy or policies. If,
at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has directors’ and officers’ liability
insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the
procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers
to pay, on behalf of the 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 hereunder if and to the extent that Indemnitee has
otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.


 


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


 


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


 


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


 


(b) for an accounting of profits
made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b)
of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or


 


(c) in connection with any Proceeding
(or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee
against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any
part of any Proceeding) prior to its initiation, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to
the powers vested in the Company under applicable law.


 




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10. Duration of Agreement.
All agreements and obligations of the Company contained herein shall continue for five years following the date that Indemnitee ceases
to be an officer or director of the Company (or, if applicable, ceases to serve at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise), and shall continue thereafter so long
as Indemnitee shall be subject to any Proceeding (or any proceeding commenced under Section 7 hereof) by reason of Indemnitee’s
Corporate Status. 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.


 


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


 


12. Enforcement.


 


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


 


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


 


(c) The Company shall not seek
from a court, or agree to, a “bar order” which would have the effect of prohibiting or limiting the Indemnitee’s rights
to receive advancement of expenses under this Agreement.


 


13. Definitions. For
purposes of this Agreement:


 


(a) “Corporate Status”
describes the status of a person who is or was a director, officer, employee, agent or fiduciary 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.


 


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


 


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


 


(d) “Expenses”
shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses
of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating,
or being or preparing to be a witness in a Proceeding, 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, including without limitation
the premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent. Expenses,
however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


 




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(e) “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 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 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.


 


(f) “Proceeding”
includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry,
administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise
and whether civil, criminal, administrative or investigative, in which Indemnitee was, is or will be involved as a party or otherwise,
by reason of Indemnitee’s Corporate Status, by reason of any action taken by Indemnitee or of any inaction on Indemnitee’s
part while acting in Indemnitee’s Corporate Status; 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.


 


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


 


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


 


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


 




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


 


	 	(a)	To Indemnitee at the address set forth below Indemnitee signature hereto.


 


	 	(b)	To the Company at:
	 	 	 
	 	 	3811 Airport Pulling Rd N STE 203
	 	 	Naples, Florida 34105-2512
	 	 	Attention: President


 


or to such other address as
may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.


 


18. Counterparts. This
Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic
signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart
so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 


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. Governing Law and Consent
to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance
with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Company and Indemnitee hereby irrevocably and
unconditionally (i) agree that 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, (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, (iii) waive any objection to the laying
of venue of any such action or proceeding in the Delaware Court, and (iv) 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.


 


SIGNATURE PAGE TO FOLLOW


 




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


 


	 	COMPANY
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	Chief Executive Officer


 


	 	INDEMNITEE
	 	 
	 	 
	 	Name:	 
	 	 	 
	 	Address:	                                
	 	 	 
	 	 	 


 


 


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