Scilex Holding Company/DE
EX-10.2
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<TYPE>EX-10.2
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<FILENAME>d374632dex102.htm
<DESCRIPTION>EX-10.2
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 10.2 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>INDEMNIFICATION AGREEMENT </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>THIS INDEMNIFICATION AGREEMENT</B> (the &#147;<U>Agreement</U>&#148;) is made and entered into as of
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; between Scilex Holding Company, a Delaware corporation (the &#147;<U>Company</U>&#148;), and
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (&#147;<U>Indemnitee</U>&#148;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>WITNESSETH THAT</B>: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>WHEREAS</B>, highly competent persons have become more reluctant to serve corporations as directors, officers or in other capacities unless
they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>WHEREAS</B>, the Board of Directors of the Company (the &#147;<U>Board</U>&#148;) 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 Bylaws and Certificate of Incorporation of the Company require indemnification of the officers and directors of the Company.
Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (&#147;<U>DGCL</U>&#148;). The Bylaws and 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; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>WHEREAS</B>, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining
such persons; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>WHEREAS</B>, the Board has determined that the increased difficulty in attracting and retaining such persons is
detrimental to the best interests of the Company&#146;s stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>WHEREAS</B>, 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; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>WHEREAS</B>, 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 </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">1 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>WHEREAS</B>, Indemnitee does not regard the protection available under the Company&#146;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 he or she be so indemnified. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>NOW, THEREFORE</B>, in consideration of Indemnitee&#146;s agreement to serve as an officer or director from and after the date hereof, the
parties hereto agree as follows: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">1.&nbsp;&nbsp;&nbsp;&nbsp;<U>Indemnity of Indemnitee</U>. 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: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;<U>Proceedings Other Than Proceedings by or in the Right of the Company</U>. Indemnitee shall be entitled to the
rights of indemnification provided in this <U>Section l(a)</U> if, by reason of his or her 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 <U>Section</U><U></U><U>&nbsp;1(a)</U>, Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid
in settlement actually and reasonably incurred by him, or on his or her 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&#146;s conduct was unlawful. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;<U>Proceedings by or in the Right of the Company</U>. Indemnitee shall be entitled to the rights of indemnification
provided in this <U>Section</U><U></U><U>&nbsp;1(b)</U> if, by reason of his or her 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 <U>Section</U><U></U><U>&nbsp;1(b)</U>, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee&#146;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; <U>provided, however</U>, 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;<U>Indemnification for Expenses of a Party Who is Wholly or Partly Successful</U>. Notwithstanding any
other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he or she 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 him or her or on his or her behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is
successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her or on his or her
behalf in connection with each successfully resolved claim, issue or matter. For purposes of this <U>Section</U><U></U><U>&nbsp;1</U> 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. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">2 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">2.&nbsp;&nbsp;&nbsp;&nbsp;<U>Additional Indemnity</U>. In addition to, and without regard to
any limitations on, the indemnification provided for in <U>Section</U><U></U><U>&nbsp;1</U> 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 him or her or on his or her behalf if, by reason of his or her Corporate Status, he or she 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&#146;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 <U>Sections</U><U></U><U>&nbsp;6</U> and&nbsp;<U>7</U>
hereof) to be unlawful. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3.&nbsp;&nbsp;&nbsp;&nbsp;<U>Contribution</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;Whether or not the indemnification provided in <U>Sections</U><U></U><U>&nbsp;1</U> and&nbsp;<U>2</U> 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;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; <U>provided, however</U>, 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 that 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. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">3 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;The Company hereby agrees to fully indemnify and hold Indemnitee
harmless from any claims of contribution that may be brought by officers, directors, or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(d)&nbsp;&nbsp;&nbsp;&nbsp;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)&nbsp;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)&nbsp;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). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.&nbsp;&nbsp;&nbsp;&nbsp;<U>Indemnification for Expenses
of a Witness</U>. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which
Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5.&nbsp;&nbsp;&nbsp;&nbsp;<U>Advancement of Expenses</U>. 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&#146;s Corporate Status within thirty (30)&nbsp;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
<U>Section</U><U></U><U>&nbsp;5</U> shall be unsecured and interest free. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">6.&nbsp;&nbsp;&nbsp;&nbsp;<U>Procedures and Presumptions for
Determination of Entitlement to Indemnification</U>. 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: </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">4 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;Upon written request by Indemnitee for indemnification pursuant to the first
sentence of <U>Section</U><U></U><U>&nbsp;6(a)</U> hereof, a determination with respect to Indemnitee&#146;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)&nbsp;by a majority vote of the Disinterested Directors, even though less than a quorum, (2)&nbsp;by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum, (3)&nbsp;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)&nbsp;if so directed by the Board, by the
stockholders of the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;If the determination of entitlement to indemnification is to be made by
Independent Counsel pursuant to <U>Section</U><U></U><U>&nbsp;6(b)</U> hereof, the Independent Counsel shall be selected as provided in this <U>Section</U><U></U><U>&nbsp;6(c)</U>. The Independent Counsel shall be selected by the Board. Indemnitee
may, within ten (10)&nbsp;days after such written notice of selection shall have been given, deliver to the Company a written objection to such selection; <U>provided, however</U>, that such objection may be asserted only on the ground that the
Independent Counsel so selected does not meet the requirements of &#147;<U>Independent Counsel</U>&#148; as defined in <U>Section</U><U></U><U>&nbsp;13</U> 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)&nbsp;days after submission by Indemnitee of a written request for indemnification pursuant to <U>Section</U><U></U><U>&nbsp;6(a)</U>
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 that
shall have been made by the Indemnitee to the Company&#146;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 <U>Section</U><U></U><U>&nbsp;6(b)</U> 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 <U>Section</U><U></U><U>&nbsp;6(b)</U> hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this
<U>Section</U><U></U><U>&nbsp;6(c)</U>, regardless of the manner in which such Independent Counsel was selected or appointed. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(d)&nbsp;&nbsp;&nbsp;&nbsp;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 </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">5 </P>

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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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(e)&nbsp;&nbsp;&nbsp;&nbsp;Indemnitee shall be deemed to have acted in good faith if Indemnitee&#146;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
<U>Section</U><U></U><U>&nbsp;6(e)</U> are satisfied, it shall in any event be presumed that Indemnitee has at all times 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.
Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(f)&nbsp;&nbsp;&nbsp;&nbsp;If the person, persons or entity empowered or selected under <U>Section</U><U></U><U>&nbsp;6</U> to determine
whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60)&nbsp;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)&nbsp;a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee&#146;s statement not materially misleading, in
connection with the request for indemnification, or (ii)&nbsp;a prohibition of such indemnification under applicable law; <U>provided, however</U>, that such sixty (60)&nbsp;day period may be extended for a reasonable time, not to exceed an
additional thirty (30)&nbsp;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 <U>provided further</U>, that the foregoing provisions of this <U>Section</U><U></U><U>&nbsp;6(f)</U> shall not apply if the determination of entitlement to indemnification is to be made by the stockholders pursuant to
<U>Section</U><U></U><U>&nbsp;6(b)</U> of this Agreement and if (A)&nbsp;within fifteen (15)&nbsp;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)&nbsp;days after such receipt and such determination is made thereat, or (B)&nbsp;a special meeting of stockholders is
called within fifteen (15)&nbsp;days after such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (60)&nbsp;days after having been so called and such determination is made thereat. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">6 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(g)&nbsp;&nbsp;&nbsp;&nbsp;Indemnitee shall cooperate with the person, persons or entity
making such determination with respect to Indemnitee&#146;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 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&#146;s entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys&#146; 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&#146;s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(h)&nbsp;&nbsp;&nbsp;&nbsp;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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(i)&nbsp;&nbsp;&nbsp;&nbsp;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 that 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">7.&nbsp;&nbsp;&nbsp;&nbsp;<U>Remedies of Indemnitee</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;In the event that (i)&nbsp;a determination is made pursuant to <U>Section</U><U></U><U>&nbsp;6</U> of this
Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii)&nbsp;advancement of Expenses is not timely made pursuant to <U>Section</U><U></U><U>&nbsp;5</U> of this Agreement, (iii)&nbsp;no determination of entitlement to
indemnification is made pursuant to <U>Section</U><U></U><U>&nbsp;6(b)</U> of this Agreement within ninety (90)&nbsp;days after receipt by the Company of the request for indemnification, (iv)&nbsp;payment of indemnification is not made pursuant to
this Agreement within ten (10)&nbsp;days after receipt by the Company of a written request therefor or (v)&nbsp;payment of indemnification is not made within ten (10)&nbsp;days after a determination has been made that Indemnitee is entitled to
indemnification or such determination is deemed to have been made pursuant to <U>Section</U><U></U><U>&nbsp;6</U> 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&#146;s entitlement to such indemnification. Indemnitee shall commence such proceeding seeking an adjudication within one hundred eighty (180)&nbsp;days following the date on which Indemnitee first has
the right to commence such proceeding pursuant to this <U>Section</U><U></U><U>&nbsp;7(a)</U>. The Company shall not oppose Indemnitee&#146;s right to seek any such adjudication. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;In the event that a determination shall have been made pursuant to <U>Section</U><U></U><U>&nbsp;6(b)</U> of this
Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this <U>Section</U><U></U><U>&nbsp;7</U> 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 <U>Section</U><U></U><U>&nbsp;6(b)</U>. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">7 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;If a determination shall have been made pursuant to
<U>Section</U><U></U><U>&nbsp;6(b)</U> 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 <U>Section</U><U></U><U>&nbsp;7</U>,
absent (i)&nbsp;a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee&#146;s misstatement not materially misleading in connection with the application for indemnification, or (ii)&nbsp;a
prohibition of such indemnification under applicable law. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(d)&nbsp;&nbsp;&nbsp;&nbsp;In the event that Indemnitee, pursuant to this
<U>Section</U><U></U><U>&nbsp;7</U>, seeks a judicial adjudication of his or her rights under, or to recover damages for breach of, this Agreement, or to recover under any directors&#146; and officers&#146; liability insurance policies maintained by
the Company, the Company shall pay on his or her behalf, in advance, any and all expenses (of the types described in the definition of Expenses in <U>Section</U><U></U><U>&nbsp;13</U> of this Agreement) actually and reasonably incurred by him or her
in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(e)&nbsp;&nbsp;&nbsp;&nbsp;The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this
<U>Section</U><U></U><U>&nbsp;7</U> 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)&nbsp;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&#146; and officers&#146; 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(f)&nbsp;&nbsp;&nbsp;&nbsp;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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">8.&nbsp;&nbsp;&nbsp;&nbsp;<U><FONT
STYLE="white-space:nowrap">Non-Exclusivity;</FONT> Survival of Rights; Insurance; Primacy of Indemnification; Subrogation</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;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 his or her 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. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">8 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;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&#146; and officers&#146; 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;Except as provided in
paragraph&nbsp;(c) above, 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(d)&nbsp;&nbsp;&nbsp;&nbsp;Except as provided in paragraph&nbsp;(c) above, 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(e)&nbsp;&nbsp;&nbsp;&nbsp;Except as provided in paragraph&nbsp;(c) above, the Company&#146;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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">9.&nbsp;&nbsp;&nbsp;&nbsp;<U>Exception to Right of Indemnification</U>. 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: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;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 </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">9 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;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&nbsp;16(b) of the Securities Exchange Act of&nbsp;1934, as amended, or similar provisions of state statutory law or common law; or </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;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)&nbsp;the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, or
(ii)&nbsp;the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">10.&nbsp;&nbsp;&nbsp;&nbsp;<U>Duration of Agreement</U>. All agreements and obligations of the Company contained herein shall continue during
the period Indemnitee is an officer or director of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall
continue until the latest of (i)&nbsp;three (3)&nbsp;years after the date that Indemnitee shall have ceased to serve as a director or agent of the Company (as indicated in the parenthetical above) or (ii)&nbsp;the date of final termination of any
Proceeding, including any appeal, then pending in respect of which Indemnitee is granted rights of indemnification or advancement hereunder (and of any proceeding, including any appeal, commenced pursuant to <U>Section</U><U></U><U>&nbsp;7</U> of
hereof), or (iii)&nbsp;the expiration of all statutes of limitation applicable to possible Proceedings to which Indemnitee may be subject arising out of or relating to Indemnitee&#146;s Corporate Status, whether or not he or she is acting or serving
in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their
respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal
representatives. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">11.&nbsp;&nbsp;&nbsp;&nbsp;<U>Security</U>. 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&#146;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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">12.&nbsp;&nbsp;&nbsp;&nbsp;<U>Enforcement</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;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. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">10 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;The Company shall not seek from a court, or agree to, a
&#147;<U>bar order</U>&#148; that would have the effect of prohibiting or limiting the Indemnitee&#146;s rights to receive advancement of expenses under this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">13.&nbsp;&nbsp;&nbsp;&nbsp;<U>Definitions</U>. For purposes of this Agreement: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Corporate Status</U>&#148; 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Disinterested Director</U>&#148; 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Enterprise</U>&#148; 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(d)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Expenses</U>&#148; shall include all reasonable attorneys&#146; 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 and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this
Agreement, including without limitation the premium, security for and other costs relating to any cost bond, supersede as bond, 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(e)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Independent Counsel</U>&#148; 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)&nbsp;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)&nbsp;any other party to the Proceeding giving rise to a claim for indemnification hereunder.
Notwithstanding the foregoing, the term &#147;<U>Independent Counsel</U>&#148; 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&#146;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. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">11 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(f)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Proceeding</U>&#148; 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 his or her Corporate Status, by reason of any action taken by him or her or of any inaction on his or her
part while acting in his or her Corporate Status; in each case whether or not he or she 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 <U>Section</U><U></U><U>&nbsp;7</U> of this Agreement to enforce his or her rights under this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">14.&nbsp;&nbsp;&nbsp;&nbsp;<U>Severability</U>. 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">15.&nbsp;&nbsp;&nbsp;&nbsp;<U>Modification and Waiver</U>. 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">16.&nbsp;&nbsp;&nbsp;&nbsp;<U>Notice by Indemnitee</U>. 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 that may be subject to indemnification covered hereunder. The failure
to so notify the Company shall not relieve the Company of any obligation that 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">17.&nbsp;&nbsp;&nbsp;&nbsp;<U>Notices</U>. All notices and other communications given or made pursuant to this Agreement shall be in writing
and shall be deemed effectively given (a)&nbsp;upon personal delivery to the party to be notified, (b)&nbsp;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)&nbsp;five (5)&nbsp;days after having been sent by registered or certified mail, return receipt requested, postage prepaid or (d)&nbsp;one (1)&nbsp;day after deposit with a nationally recognized overnight courier,
specifying next day delivery, with written verification of receipt. All communications shall be sent: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;To
Indemnitee at the address set forth below Indemnitee signature hereto. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;To the Company at: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">Scilex Holding Company </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">960 San
Antonio Road </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">12 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">
Palo Alto, CA 94303 </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">Attention: Chief Executive Officer </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">18.&nbsp;&nbsp;&nbsp;&nbsp;<U>Counterparts</U>. This Agreement may be executed in two (2)&nbsp;or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S.&nbsp;federal ESIGN Act
of&nbsp;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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">19.&nbsp;&nbsp;&nbsp;&nbsp;<U>Headings</U>. 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">20.&nbsp;&nbsp;&nbsp;&nbsp;<U>Governing Law and
Consent to Jurisdiction</U>. 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)&nbsp;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 &#147;<U>Delaware
Court</U>&#148;), and not in any other state or federal court in the United States of America or any court in any other country, (ii)&nbsp;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)&nbsp;waive any objection to the laying of venue of any such action or proceeding in the Delaware Court and (iv)&nbsp;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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><I>Signature Page To Follow </I></P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">13 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement on and
as of the day and year first above written. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
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<TD VALIGN="top" COLSPAN="3"><B>COMPANY</B></TD></TR>
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<TD VALIGN="top" COLSPAN="3"><B>SCILEX HOLDING COMPANY</B></TD></TR>
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<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">By:</P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">&nbsp;</P></TD></TR></TABLE></DIV> <DIV ALIGN="right">
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<TD VALIGN="top">Name:</TD>
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<TD VALIGN="top">Title:</TD>
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<TD VALIGN="top">Electronic&nbsp;Mail:</TD>
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<TD VALIGN="top" COLSPAN="3"><B>INDEMNITEE</B></TD></TR>
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<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">&nbsp;</P></TD></TR></TABLE></DIV> <DIV ALIGN="right">
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<TD VALIGN="top">Name:</TD>
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<TD VALIGN="top">Address:</TD>
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<TD VALIGN="top">Electronic&nbsp;Mail:</TD>
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</TABLE></DIV> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">SIGNATURE PAGE </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">INDEMNIFICATION AGREEMENT </P>
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