Exhibit 10.1


 


REIGN SAPPHIRE CORPORATION


DIRECTOR INDEMNIFICATION AGREEMENT


 


THIS INDEMNIFICATION
AGREEMENT (this “Agreement”) is dated as of December 31, 2014, and is between Reign Sapphire Corporation, a Delaware
corporation (the “Company”) and Joseph Segelman (the “Indemnitee”), a director of the Company.


 


RECITALS 


 


WHEREAS, Indemnitee’s
service to the Company substantially benefits the Company;


 


WHEREAS, Individuals
are reluctant to serve as directors of corporations or in certain other capacities unless they are provided with adequate protection
through insurance or indemnification against the risks of claims and actions against them arising out of such service;


 


WHEREAS, Indemnitee
does not regard the protection currently provided by applicable law, the Company’s governing documents and any insurance
as adequate under the present circumstances, and Indemnitee may not be willing to serve as a director without additional protection.


 


WHEREAS, In
order to induce Indemnitee to continue to provide services to the Company, it is reasonable, prudent and necessary for the Company
to contractually obligate itself to indemnify, and to advance expenses on behalf of, Indemnitee as permitted by applicable law;


 


WHEREAS, This
Agreement is a supplement to and in furtherance of the indemnification provided in the Company’s certificate of incorporation
and bylaws, and any resolutions adopted pursuant thereto, and this Agreement shall not be deemed a substitute therefor, nor shall
this Agreement be deemed to limit, diminish or abrogate any rights of Indemnitee thereunder.


 


NOW THEREFORE,
in consideration of the premises and the mutual covenants contained in this Agreement, the parties agree as follows:


 


1. Definitions. 


 


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


 


(i) Acquisition
of Stock by Third Party. Any Person (as defined below) is or becomes the Beneficial Owner (as defined below), directly or indirectly,
of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then
outstanding securities;


 




    	 



    	 



    

 


(ii) Change in
Board Composition. During any period of two consecutive years (not including any period prior to the execution of this Agreement),
individuals who at the beginning of such period constitute the Company’s board of directors, and any new directors (other
than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in
Sections 1(a)(i), 1(a)(iii) or 1(a)(iv)) whose election by the board of directors 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 Company’s board of directors;


 


(iii) Corporate
Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or
consolidation which 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;


 


(iv) Liquidation.
The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company’s assets; and


 


(v) Other Events.
Any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or
in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended,
whether or not the Company is then subject to such reporting requirement.


 


For purposes of this Section 1(a), the
following terms shall have the following meanings:


 


(1) “Person”
shall have the meaning as set forth in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended; 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.


 


(2) “Beneficial
Owner” shall have the meaning given to such term in Rule 13d-3 under the Securities Exchange Act of 1934, as amended;
provided, however, that “Beneficial Owner” shall exclude any Person otherwise becoming a Beneficial
Owner by reason of (i) the stockholders of the Company approving a merger of the Company with another entity or (ii) the Company’s
board of directors approving a sale of securities by the Company to such Person.


 


(b) “Corporate
Status” describes the status of a person who is or was a director, trustee, general partner, managing member, officer,
employee, agent or fiduciary of the Company or any other Enterprise.


 


(c) “DGCL”
means the General Corporation Law of the State of Delaware.


 




    	 



    	 



    

 


(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”
means the Company and any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan
or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, trustee, general partner,
managing member, officer, employee, agent or fiduciary.


 


(f) “Expenses”
include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees and costs 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, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also include
(i) 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, supersedeas bond or other appeal bond or their equivalent, and (ii) for purposes
of Section 12(d), Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s
rights under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company.
Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


 


(g) “Independent
Counsel” means a law firm, or a partner or 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 as Independent Counsel with respect to matters concerning Indemnitee under this Agreement,
or 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.


 


(h) “Proceeding”
means any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or proceeding, whether brought in the right of the Company or otherwise and whether of a civil,
criminal, administrative or investigative nature, including any appeal therefrom and including without limitation any such Proceeding
pending as of the date of this Agreement, in which Indemnitee was, is or will be involved as a party, a potential party, a non-party
witness or otherwise by reason of (i) the fact that Indemnitee is or was a director or officer of the Company, (ii) any action
taken by Indemnitee or any action or inaction on Indemnitee’s part while acting as a director or officer of the Company,
or (iii) the fact that he or she is or was serving at the request of the Company as a director, trustee, general partner, managing
member, officer, employee, agent or fiduciary of the Company or any other Enterprise, in each case whether or not serving in such
capacity at the time any liability or Expense is incurred for which indemnification or advancement of expenses can be provided
under this Agreement.


 




    	 



    	 



    

 


(i) Reference to
“other enterprises” shall include employee benefit plans; references to “fines”
shall include any excise taxes assessed on a person with respect to any employee benefit plan; references to “serving
at the request of the Company” shall include any service as a director, officer, employee or agent of the Company
which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to
be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner
“not opposed to the best interests of the Company” as referred to in this Agreement.


 


2. Indemnity in
Third-Party Proceedings. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 2 if Indemnitee
is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the
Company to procure a judgment in its favor. Pursuant to this Section 2, Indemnitee shall be indemnified to the fullest extent permitted
by applicable law against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee
or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, with respect to
any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.


 


3. Indemnity in
Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions of
this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right
of the Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified to the fullest extent
permitted by applicable law against all Expenses 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 he
or she reasonably believed to be in or not opposed to the best interests of the Company. No indemnification for Expenses shall
be made under this Section 3 in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged by a court
of competent jurisdiction to be liable to the Company, unless and only to the extent that the Delaware Court of Chancery or any
court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view
of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such expenses as the
Delaware Court of Chancery or such other court shall deem proper.


 


4. Indemnification
for Expenses of a Party Who is Wholly or Partly Successful. To the extent that Indemnitee is a party to or a participant in
and is successful (on the merits or otherwise) in defense of any Proceeding or any claim, issue or matter therein, the Company
shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf
in connection therewith. To the extent permitted by applicable law, if Indemnitee is not wholly successful in such Proceeding but
is successful, on the merits or otherwise, in defense of 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 (a) each successfully resolved claim, issue or matter and (b) any claim, issue or matter related to any
such successfully resolved claim, issuer or matter. For purposes of this section, 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.


 




    	 



    	 



    

 


5. Indemnification
for Expenses of a Witness. To the extent that Indemnitee is, by reason of his or her Corporate Status, a witness in any Proceeding
to which Indemnitee is not a party, Indemnitee shall be indemnified to the extent permitted by applicable law against all Expenses
actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.


 


6. Additional Indemnification.


 


(a) Notwithstanding
any limitation in Sections 2, 3 or 4, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law
if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding (including a Proceeding by or in the
right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred by Indemnitee or on his or her behalf in connection with the Proceeding or any claim, issue or
matter therein.


 


(b) For purposes
of Section 6(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall
include, but not be limited to:


 


(i) the fullest extent
permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding
provision of any amendment to or replacement of the DGCL; and


 


(ii) the fullest
extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase
the extent to which a corporation may indemnify its officers and directors.


 


7. Exclusions.
Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity
in connection with any Proceeding (or any part of any Proceeding):


 


(a) for which payment
has actually been made to or on behalf of Indemnitee under any statute, insurance policy, indemnity provision, vote or otherwise,
except with respect to any excess beyond the amount paid, subject to any subrogation rights set forth in Section 15;


 


(b) for an accounting
or disgorgement of profits pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions
of federal, state or local statutory law or common law, if Indemnitee is held liable therefor (including pursuant to any settlement
arrangements);


 




    	 



    	 



    

 


(c) for any reimbursement
of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee
from the sale of securities of the Company, as required in each case under the Securities Exchange Act of 1934, as amended (including
any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley
Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase
and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act), if Indemnitee is held liable therefor
(including pursuant to any settlement arrangements);


 


(d) initiated by
Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors,
officers, employees, agents or other indemnitees, unless (i) the Company’s board of directors authorized the Proceeding (or
the relevant part of the 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, (iii) otherwise authorized in Section 12(d) or (iv) otherwise
required by applicable law; or


 


(e) if prohibited by applicable law.


 


8. Advances of
Expenses. The Company shall advance the Expenses incurred by Indemnitee in connection with any Proceeding, and such advancement
shall be made as soon as reasonably practicable, but in any event no later than 60 days, after the receipt by the Company of a
written statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee
in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed
or to expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with
the invoice). Advances shall be unsecured and interest free and made without regard to Indemnitee’s ability to repay such
advances. Indemnitee hereby undertakes to repay any advance to the extent that it is ultimately determined that Indemnitee is not
entitled to be indemnified by the Company. This Section 8 shall not apply to the extent advancement is prohibited by law and shall
not apply to any Proceeding for which indemnity is not permitted under this Agreement, but shall apply to any Proceeding referenced
in Section 7(b) or 7(c) prior to a determination that Indemnitee is not entitled to be indemnified by the Company.


 


9. Procedures for Notification and Defense
of Claim.


 


(a) Indemnitee shall
notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of
Expenses as soon as reasonably practicable following the receipt by Indemnitee of notice thereof. The written notification to the
Company shall include, in reasonable detail, a description of the nature of the Proceeding and the facts underlying the Proceeding.
The failure by Indemnitee to notify the Company will not relieve the Company from any liability which it may have to Indemnitee
hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee
of any rights, except to the extent that such failure or delay materially prejudices the Company.


 




    	 



    	 



    

 


(b) If, at the time
of the receipt of a notice of a Proceeding 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 the Proceeding to the insurers in accordance with
the procedures set forth in the applicable policies. The Company shall thereafter take all commercially-reasonable 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
the Company may be obligated to make any indemnity in connection with a Proceeding, the Company shall be entitled to assume the
defense of such Proceeding with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery
to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee
and the retention of such counsel by the Company, the Company will not be liable to Indemnitee for any fees or expenses of counsel
subsequently incurred by Indemnitee with respect to the same Proceeding. Notwithstanding the Company’s assumption of the
defense of any such Proceeding, the Company shall be obligated to pay the fees and expenses of Indemnitee’s counsel to the
extent (i) the employment of counsel by Indemnitee is authorized by the Company, (ii) counsel for the Company or Indemnitee shall
have reasonably concluded that there is a conflict of interest between the Company and Indemnitee in the conduct of any such defense
such that Indemnitee needs to be separately represented, (iii) the fees and expenses are non-duplicative and reasonably incurred
in connection with Indemnitee’s role in the Proceeding despite the Company’s assumption of the defense, (iv) the Company
is not financially or legally able to perform its indemnification obligations or (v) the Company shall not have retained, or shall
not continue to retain, such counsel to defend such Proceeding. The Company shall have the right to conduct such defense as it
sees fit in its sole discretion. Regardless of any provision in this Agreement, Indemnitee shall have the right to employ counsel
in any Proceeding at Indemnitee’s personal expense. The Company shall not be entitled, without the consent of Indemnitee,
to assume the defense of any claim brought by or in the right of the Company.


 


(d) Indemnitee shall
give the Company such information and cooperation in connection with the Proceeding as may be reasonably appropriate.


 


(e) The Company shall
not be liable to indemnify Indemnitee for any settlement of any Proceeding (or any part thereof) without the Company’s prior
written consent, which shall not be unreasonably withheld.


 


(f) The Company shall
have the right to settle any Proceeding (or any part thereof) without the consent of Indemnitee.


 


10. Procedures
upon Application for Indemnification. 


 


(a) To obtain indemnification,
Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as
is reasonably available to Indemnitee and as is reasonably necessary to determine whether and to what extent Indemnitee is entitled
to indemnification following the final disposition of the Proceeding. The Company shall, as soon as reasonably practicable after
receipt of such a request for indemnification, advise the board of directors that Indemnitee has requested indemnification. Any
delay in providing the request will not relieve the Company from its obligations under this Agreement, except to the extent such
failure is prejudicial.


 




    	 



    	 



    

 


(b) Upon written
request by Indemnitee for indemnification pursuant to Section 10(a), a determination, if required by applicable law, with respect
to Indemnitee’s entitlement thereto shall be made in the specific case (i) if a Change in Control shall have occurred, by
Independent Counsel in a written opinion to the Company’s board of directors, a copy of which shall be delivered to Indemnitee
or (ii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less
than a quorum of the Company’s board of directors, (B) by a committee of Disinterested Directors designated by a majority
vote of the Disinterested Directors, even though less than a quorum of the Company’s board of directors, (C) if there are
no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the
Company’s board of directors, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Company’s
board of directors, by the stockholders of the Company. If it is so determined that Indemnitee is entitled to indemnification,
payment to Indemnitee shall be made within ten days after such determination. Indemnitee shall cooperate with the person, persons
or entity making the 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 that is not privileged or otherwise
protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs
or expenses (including attorneys’ fees and disbursements) reasonably incurred by Indemnitee in so cooperating with the person,
persons or entity making such determination shall be borne by the Company, to the extent permitted by applicable law.


 


(c) In the event
the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(b), the Independent
Counsel shall be selected as provided in this Section 10(c). If a Change in Control shall not have occurred, the Independent Counsel
shall be selected by the Company’s board of directors, and the Company shall give written notice to Indemnitee advising him
or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel
shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Company’s board of directors,
in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the
identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten
days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be,
a written objection to such selection; provided, however, that such objection may be asserted only on the ground
that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section
1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper
and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated,
the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court
has determined that such objection is without merit. If, within 20 days after the later of (i) submission by Indemnitee of a written
request for indemnification pursuant to Section 10(a) hereof and (ii) the final disposition of the Proceeding, the parties have
not agreed upon an Independent Counsel, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution
of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel
and 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 10(b) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) of this
Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to
the applicable standards of professional conduct then prevailing).


 




    	 



    	 



    

 


(d) The Company agrees
to pay the reasonable fees and expenses of any Independent Counsel 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.


 


11. Presumptions
and Effect of Certain Proceedings.


 


(a) In making a determination
with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the
fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee
has submitted a request for indemnification in accordance with Section 10(a) of this Agreement, and the Company shall, to the fullest
extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by such person,
persons or entity of any determination contrary to that presumption.


 


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


 


(c) For purposes
of any determination of good faith, Indemnitee shall be deemed to have acted in good faith to the extent Indemnitee relied in good
faith on (i) the records or books of account of the Enterprise, including financial statements, (ii) information supplied to Indemnitee
by the officers of the Enterprise in the course of their duties, (iii) the advice of legal counsel for the Enterprise or its board
of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made
to the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with
reasonable care by the Enterprise or its board of directors or any committee of the board of directors. The provisions of this
Section 11(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed
to have met the applicable standard of conduct set forth in this Agreement.


 




    	 



    	 



    

 


(d) Neither the knowledge,
actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to Indemnitee for
purposes of determining the right to indemnification under this Agreement.


 


12. Remedies of
Indemnitee.


 


(a) Subject to Section
12(e), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to
indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 or 12(d) of this Agreement,
(iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10 of this Agreement within 90
days after the later of the receipt by the Company of the request for indemnification or the final disposition of the Proceeding,
(iv) payment of indemnification pursuant to this Agreement is not made (A) within ten days after a determination has been made
that Indemnitee is entitled to indemnification or (B) with respect to indemnification pursuant to Sections 4, 5 and 12(d) of this
Agreement, within 30 days after receipt by the Company of a written request therefor, or (v) the Company or any other person or
entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other
action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee
hereunder, Indemnitee shall be entitled to an adjudication by a court of competent jurisdiction of his or her entitlement to such
indemnification or advancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration with
respect to his or her entitlement to such indemnification or advancement of Expenses, to be conducted by a single arbitrator pursuant
to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking
an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence
such proceeding pursuant to this Section 12(a); provided, however, that the foregoing clause shall not apply in respect
of a proceeding brought by Indemnitee to enforce his or her rights under Section 4 of this Agreement. The Company shall not oppose
Indemnitee’s right to seek any such adjudication or award in arbitration in accordance with this Agreement.


 


(b) Neither (i) the
failure of the Company, its board of directors, any committee or subgroup of the board of directors, Independent Counsel or stockholders
to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable
standard of conduct, nor (ii) an actual determination by the Company, its board of directors, any committee or subgroup of the
board of directors, Independent Counsel or stockholders that Indemnitee has not met the applicable standard of conduct, shall be
a defense to the action or create a presumption that Indemnitee has or has not met the applicable standard of conduct. In the event
that a determination shall have been made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification,
any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo
trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial
proceeding or arbitration commenced pursuant to this Section 12, the Company shall, to the fullest extent not prohibited by law,
have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.


 




    	 



    	 



    

 


(c) To the fullest
extent not prohibited by law, the Company shall be precluded from asserting in any judicial proceeding or arbitration commenced
pursuant to this Section 12 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. If
a determination shall have been made pursuant to Section 10 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 12, absent
(i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements
not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under
applicable law.


 


(d) To the extent
not prohibited by law, the Company shall indemnify Indemnitee against all Expenses that are incurred by Indemnitee in connection
with any action for indemnification or advancement of Expenses from the Company under this Agreement or under any directors’
and officers’ liability insurance policies maintained by the Company to the extent Indemnitee is successful in such action,
and, if requested by Indemnitee, shall (as soon as reasonably practicable, but in any event no later than 60 days, after receipt
by the Company of a written request therefor) advance such Expenses to Indemnitee, subject to the provisions of Section 8.


 


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


 


13. Contribution.
To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to
Indemnitee, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for
Expenses, judgments, fines or amounts paid or to be paid in settlement, 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 events and transactions
giving rise to such Proceeding; and (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees
and agents) in connection with such events and transactions.


 


14. Non-exclusivity.
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 Company’s certificate of incorporation
or bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. To the extent that a change in Delaware
law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded
currently under the Company’s certificate of incorporation and 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, subject to the restrictions
expressly set forth herein or therein. Except as expressly set forth herein, 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. Except as expressly set forth herein,
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.


 




    	 



    	 



    

 


15. Primary Responsibility.
The Company acknowledges that Indemnitee has certain rights to indemnification and advancement of expenses provided by [insert
name of fund] [and certain affiliates thereof] ([collectively,] the “Secondary Indemnitor[s]”). The
Company agrees that, as between the Company and the Secondary Indemnitor[s], the Company is primarily responsible for amounts required
to be indemnified or advanced under the Company’s certificate of incorporation or bylaws or this Agreement and any obligation
of the Secondary Indemnitor[s] to provide indemnification or advancement for the same amounts is secondary to those Company obligations.
To the extent not in contravention of any insurance policy or policies providing liability or other insurance for the Company or
any director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise,
the Company waives any right of contribution or subrogation against the Secondary Indemnitor[s] with respect to the liabilities
for which the Company is primarily responsible under this Section 15. In the event of any payment by the Secondary Indemnitor[s]
of amounts otherwise required to be indemnified or advanced by the Company under the Company’s certificate of incorporation
or bylaws or this Agreement, the Secondary Indemnitor[s] shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee for indemnification or advancement of expenses under the Company’s certificate of incorporation
or bylaws or this Agreement or, to the extent such subrogation is unavailable and contribution is found to be the applicable remedy,
shall have a right of contribution with respect to the amounts paid. The Secondary Indemnitor[s] [are] [is an] express third-party
[beneficiaries] [beneficiary] of the terms of this Section 15.


 


16. No Duplication
of Payments. The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder
(or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received payment for
such amounts under any insurance policy, contract, agreement or otherwise, subject to any subrogation rights set forth in Section
15.


 


17. Insurance.
To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, trustees,
general partners, managing members, officers, employees, agents or fiduciaries of the Company or any other Enterprise, Indemnitee
shall be covered by such policy or policies to the same extent as the most favorably-insured persons under such policy or policies
in a comparable position.


 


18. Subrogation.
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.


 




    	 



    	 



    

 


19. Services to
the Company. Indemnitee agrees to serve as a director of the Company or, at the request of the Company, as a director, trustee,
general partner, managing member, officer, employee, agent or fiduciary of another Enterprise, for so long as Indemnitee is duly
elected or appointed or until Indemnitee tenders his or her resignation or is removed from such position. Indemnitee may at any
time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation
of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This
Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee.
Indemnitee specifically acknowledges that any employment with the Company (or any of its subsidiaries or any Enterprise) is at
will, and Indemnitee may be discharged at any time for any reason, with or without cause, with or without notice, except as may
be otherwise expressly provided in any executed, written employment contract between Indemnitee and the Company (or any of its
subsidiaries or any Enterprise), any existing formal severance policies adopted by the Company’s board of directors or, with
respect to service as a director of the Company, the Company’s certificate of incorporation or bylaws or the DGCL. No such
document shall be subject to any oral modification thereof.


 


20. Duration.
This Agreement shall continue until and terminate upon the later of (a) ten years after the date that Indemnitee shall have ceased
to serve as a director of the Company or as a director, trustee, general partner, managing member, officer, employee, agent or
fiduciary of any other Enterprise, as applicable; or (b) one year after the final termination of any Proceeding, including any
appeal, then pending 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 12 of this Agreement relating thereto.


 


21. Successors.
This Agreement shall be binding upon the Company and its 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, and shall inure
to the benefit of Indemnitee and Indemnitee’s heirs, executors and administrators. 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
or assets of the Company, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and
to the same extent that the Company would be required to perform if no such succession had taken place.


 


22. Severability.
Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in
violation of applicable law. The Company’s inability, pursuant to court order or other applicable law, to perform its obligations
under this Agreement shall not constitute a breach of this Agreement. 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 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 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 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.


 




    	 



    	 



    

 


23. Enforcement.
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 of the Company, and the Company acknowledges that Indemnitee is relying upon
this Agreement in serving as a director of the Company.


 


24. Entire Agreement.
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; provided, however, that this Agreement is a supplement to and in furtherance of the Company’s certificate
of incorporation and bylaws and applicable law.


 


25. Modification
and Waiver. No supplement, modification or amendment to this Agreement shall be binding unless executed in writing by the parties
hereto. No amendment, alteration or repeal of this Agreement shall adversely affect any right of Indemnitee under this Agreement
in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration
or repeal. No waiver of any of the provisions of this Agreement shall constitute or be deemed a waiver of any other provision of
this Agreement nor shall any waiver constitute a continuing waiver.


 


26. Notices.
All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified
mail, postage prepaid, sent by facsimile or electronic mail or otherwise delivered by hand, messenger or courier service addressed:


 


(a) if to Indemnitee,
to Indemnitee’s address, facsimile number or electronic mail address as shown on the signature page of this Agreement or
in the Company’s records, as may be updated in accordance with the provisions hereof;


 


(b) if to the Company,
to the attention of the President at Reign Sapphire Corporation, 9465 Wilshire Boulevard, Level 3, Beverly Hills, CA 90212, or
at such other current address as the Company shall have furnished to Indemnitee, with a copy (which shall not constitute notice)
to Willa Qian, Esq., Qian & Co., 135 Main St., 9th Floor, San Francisco, CA 94105.


 


Each such notice or
other communication shall for all purposes of this Agreement be treated as effective or having been given (i) if delivered by hand,
messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight
prepaid, specifying next-business-day delivery, one business day after deposit with the courier), (ii) if sent via mail,
at the earlier of its receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit
of the United States mail, addressed and mailed as aforesaid, or (iii) if sent via facsimile, upon confirmation of facsimile
transfer or, if sent via electronic mail, upon confirmation of delivery when directed to the relevant electronic mail address,
if sent during normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the
recipient’s next business day.


 




    	 



    	 



    

 


27. Applicable
Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed
and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect
to any arbitration commenced by Indemnitee pursuant to Section 12(a) 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 Delaware Court of Chancery, 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 of Chancery for purposes of any
action or proceeding arising out of or in connection with this Agreement, (iii) appoint, to the extent such party is not otherwise
subject to service of process in the State of Delaware, VCorp Services, LLC, 1811 Silverside Road, Wilmington, County of New Castle,
19810 as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any
such action or proceeding against such party with the same legal force and validity as if served upon such party personally within
the State of Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court of
Chancery, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware
Court of Chancery has been brought in an improper or inconvenient forum.


 


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


 


29. Captions.
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.


 


(Signature page follows)


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the Parties hereto have executed this Indemnification Agreement as of the
date first written above.


 


	DIRECTOR	 	REIGN SAPPHIRE CORPORATION
	 	 	 
	By:	 	 	By:	 
	 	 	 
	Name: Joseph Segelman	 	Name: Joseph Segelman
	 	 	 	 	 


 


	Address:	 	 	Title: President and Chief Executive Officer
	 	 	 	 
	 	 	 
	 	 	 	 
	Facsimile:  	 	 	 
	 	 	 	 
	E-Mail: