Exhibit 10.5 –
Form of Indemnification Agreement
INDEMNIFICATION
AGREEMENT
THIS AGREEMENT
(this “Agreement”) is entered into, effective as of [Insert Date], by and between Greenwood Hall, Inc., a Nevada corporation
(the “Company”), and [Insert Name of Director or Officer] (“Indemnitee”).
WHEREAS, it is
essential to the Company to retain and attract qualified directors and officers;
WHEREAS, Indemnitee
is a director and/or officer of the Company;
WHEREAS, both
the Company and Indemnitee recognize the increased risk of litigation and other claims currently being asserted against directors
and officers of public companies;
WHEREAS, the
amended and restated articles of incorporation of the Company (the “Articles of Incorporation”) and the bylaws of
the Company (the “Bylaws”) permit the Company to indemnify and advance expenses to its directors and officers to the
fullest extent permitted under Nevada law;
WHEREAS, Indemnitee
agreed to serve as a director and/or officer of the Company in part in reliance on the Articles of Incorporation and Bylaws;
WHEREAS, in recognition
of Indemnitee’s need for (i) substantial protection against personal liability based on Indemnitee’s reliance on the
Articles of Incorporation and Bylaws, (ii) specific contractual assurance that the protection promised by the Articles of Incorporation
and Bylaws will be available to Indemnitee (regardless of, among other things, any amendment to or revocation of the Articles
of Incorporation and Bylaws or any change in the composition of the Company’s Board of Directors or acquisition transaction
relating to the Company), and (iii) an inducement to provide effective services to the Company as a director and/or officer, the
Company wishes to provide in this Agreement for the indemnification of and the advancing of expenses to Indemnitee to the fullest
extent (whether partial or complete) permitted under Nevada law and as set forth in this Agreement, and, to the extent insurance
is maintained by the Company, to provide for the continued coverage of Indemnitee under the Company’s directors’ and
officers’ liability insurance policies; and
WHEREAS, Indemnitee
is relying upon the rights afforded under this Agreement in accepting Indemnitee’s position as a director and/or officer
of the Company.
NOW, THEREFORE,
in consideration of the premises and covenants contained herein and of Indemnitee agreeing to serve the Company directly or, at
its request, another enterprise, and intending to be legally bound hereby, the parties agree as follows:
1. Certain Definitions:
(a) Affiliate:
any corporation or other person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled
by, or is under common control with, the person specified.
(b) Change in
Control: shall be deemed to have occurred if: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (other than (1) a trustee or other fiduciary
holding securities under an employee benefit plan of the Company), (2) a corporation owned directly or indirectly by the stockholders
of the Company in substantially the same proportions as their ownership of stock of the Company, or (3) any person holding shares
of the Company on the date that the Company first registers under the Securities Act of 1933, as amended, or any transferee of
such individual if such transferee is a spouse or lineal descendant of the transferee or a trust for the benefit of the individual,
his spouse or lineal descendants, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the total voting power
represented by the Company’s then outstanding Voting Securities; (ii) during any period of two (2) consecutive years, individuals
who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election
by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) 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 a majority of the Board; or (iii) the Company’s stockholders approve a merger or consolidation
of the Company with any other corporation, other than a merger or consolidation that would result in the Voting Securities of
the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted
into Voting Securities of the surviving entity) a majority of the total voting power represented by the Voting Securities of the
Company or such surviving entity outstanding immediately after such merger or consolidation; (iv) one or more of the Company’s
stockholders agree to directly sell Voting Securities to a “person” (as such term is used in Section 13(d) and 14(d)
of the Exchange Act), who before such sale held Voting Securities representing less than a majority of the total voting power
represented by all of the outstanding Voting Securities of the Company, and who after such sale will hold Voting Securities representing
a majority of the total voting power represented by all of the outstanding Voting Securities of the Company; or (v) the stockholders
of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company
(in one transaction or a series of transactions) of all or substantially all of the Company’s assets.
(c) Expenses:
without limitation, any expense, liability, or loss, including attorneys’ fees, judgments, fines, ERISA excise taxes and
penalties, amounts paid or to be paid in settlement, any interest, assessments, or other charges imposed thereon, any federal,
state, local, or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement, and all
other costs and obligations, paid or incurred in connection with investigating, defending, being a witness in, participating in
(including on appeal), or preparing for any of the foregoing in, any Proceeding relating to any Indemnifiable Event.
(d) Indemnifiable
Event: any event or occurrence that takes place either prior to or after the execution of this Agreement, related to the fact
that Indemnitee is or was a director or officer of the Company, or while a director or officer is or was serving at the request
of the Company as a director, officer, employee, trustee, agent, or fiduciary of another foreign or domestic corporation, partnership,
joint venture, employee benefit plan, trust, or other enterprise, including without limitation any of the Company’s Affiliates,
or was a director, officer, employee, or agent of a foreign or domestic corporation that was a predecessor corporation of the
Company or of another enterprise at the request of such predecessor corporation, or related to anything done or not done by Indemnitee
in any such capacity, whether or not the basis of the Proceeding is alleged action in an official capacity as a director, officer,
employee, or agent or in any other capacity while serving as a director, officer, employee, or agent of the Company, as described
above.
(e) Independent
Counsel: except as provided in Section 3 (in the event of a Change in Control), independent legal counsel who has not otherwise
performed services for the Company or Indemnitee (other than in connection with indemnification matters) within the last five
(5) years. 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.
(f) Proceeding:
any threatened, pending, or completed action, suit, alternative dispute mechanism, or proceeding (including an action by or in
the right of the Company), and any appeal thereof or any inquiry, hearing, or investigation, whether conducted by the Company
or any other party, that Indemnitee in good faith believes might lead to the institution of any such action, suit, or proceeding,
whether civil, criminal, administrative, investigative, or other.
(g) Reviewing
Party: except as provided in Section 3 (in the event of a Change in Control), the Reviewing Party must (i) be a majority of a
quorum of the Board consisting of directors who are not parties to the Proceeding, (ii) if a majority of a quorum of the Board
consisting of directors who are not parties to the Proceeding so orders, be Independent Counsel, whom shall provide a written
opinion, or (iii) if a quorum of the Board consisting of directors who are not parties to the Proceeding cannot be obtained, be
Independent Counsel, whom shall provide a written opinion.
(h) Voting Securities:
any securities of the Company that vote generally in the election of directors.
2. Agreement
to Indemnify.
(a) General Agreement.
In the event Indemnitee was, is, or becomes a party to or witness or other participant in, or is threatened to be made a party
to or witness or other participant in, any Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company
shall indemnify Indemnitee from and against any and all Expenses to the fullest extent permitted by law, as the same exists or
may hereafter be amended or interpreted (but in the case of any such amendment or interpretation, only to the extent that such
amendment or interpretation permits the Company to provide broader indemnification rights than were permitted prior thereto).
The parties hereto intend that this Agreement shall provide for indemnification in excess of that expressly permitted by statute,
including, without limitation, any indemnification provided by the Articles of Incorporation, the Bylaws, vote of the Company’s
stockholders or disinterested directors, or applicable law. The Company shall provide indemnification pursuant to this Section
2(a) as soon as practicable, but in no event later than thirty (30) days after it receives written demand from Indemnitee. By
written notice to Indemnitee, the thirty (30) day period may be extended for a reasonable time, not to exceed fifteen (15) days
if the Reviewing Party making the determination requires additional time for obtaining or evaluating documents or information.
(b) Initiation
of Proceeding. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification
pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer
of the Company unless (i) the Company has joined in or the Board has consented to the initiation of such Proceeding; (ii) the
Proceeding is one to enforce indemnification rights under Section 4(b); or (iii) the Proceeding is instituted after a Change in
Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior
to such Change in Control) and Independent Counsel has approved its initiation.
(c) Expense Advances.
If so requested by Indemnitee, the Company shall advance (within ten (10) business days of such request) any and all Expenses
to Indemnitee (an “Expense Advance”); provided that (i) such an Expense Advance shall be made only upon delivery to
the Company of an undertaking by or on behalf of Indemnitee to repay the amount thereof if it is ultimately determined that Indemnitee
is not entitled to be indemnified by the Company, and (ii) if and to the extent that the Reviewing Party determines that Indemnitee
would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee
(who hereby agrees to reimburse the Company) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal
proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable
law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified
under applicable law shall not be binding, and Indemnitee shall not be required to reimburse the Company for any Expense Advance
until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted
or have lapsed). Indemnitee’s obligation to reimburse the Company for Expense Advances shall be unsecured and no interest
shall be charged thereon.
(d) Mandatory
Indemnification. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the
merits or otherwise in defense of any Proceeding relating in whole or in part to an Indemnifiable Event or in defense of any issue
or matter therein, Indemnitee shall be indemnified against all Expenses incurred in connection therewith.
(e) Partial Indemnification.
If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses,
but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to
which Indemnitee is entitled.
(f) Prohibited
Indemnification. No indemnification pursuant to this Agreement shall be paid by the Company on account of any Proceeding in which
judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities
of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions
of any federal, state, or local laws.
3. Change in
Control. After a Change in Control, Independent Counsel, as selected by Indemnitee and approved by the Company (which approval
shall not be unreasonably withheld) shall become the Reviewing Party. With respect to all matters arising after a Change in Control
(other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such
Change in Control) concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any
other agreement or under applicable law or the Articles of Incorporation or Bylaws now or hereafter in effect relating to indemnification
for Indemnifiable Events, the Company shall seek legal advice only from Independent Counsel. Independent Counsel, among other
things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee should be permitted
to be indemnified under applicable law.
If there has
not been a Change in Control, the Reviewing Party shall be selected as set forth in Section 1(g).
Whether Independent
Counsel is appointed by the Board in accordance with Section 1(g) or is appointed in circumstances involving a Change in Control
in accordance with this Section 3, the Company agrees to pay the reasonable fees of Independent Counsel and to indemnify fully
Independent Counsel against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising
out of or relating to this Agreement or the engagement of Independent Counsel pursuant hereto.
4. Indemnification
Process and Appeal.
(a) Indemnification
Payment. Indemnitee shall be entitled to indemnification of Expenses and shall receive payment thereof, from the Company in accordance
with this Agreement as soon as practicable after Indemnitee has made written demand on the Company for indemnification, unless
the Reviewing Party has given a written opinion to the Company that Indemnitee is not entitled to indemnification under applicable
law.
(b) Suit to Enforce
Rights. Regardless of any action by the Reviewing Party, if Indemnitee has not received full indemnification within thirty (30)
days after making a demand in accordance with Section 4(a), Indemnitee shall have the right to enforce its indemnification rights
under this Agreement by commencing litigation in any court in the State of Nevada having subject matter jurisdiction thereof seeking
an initial determination by the court or challenging any determination by the Reviewing Party or any aspect thereof. The Company
hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party not challenged
by Indemnitee shall be otherwise conclusive and binding on the Company and Indemnitee. The remedy provided for in this Section
4 shall be in addition to any other remedies available to Indemnitee at law or in equity.
(c) Defense to
Indemnification, Burden of Proof, and Presumptions. It shall be a defense to any action brought by Indemnitee against the Company
to enforce this Agreement (other than an action brought to enforce a claim for Expenses incurred in defending a Proceeding in
advance of its final disposition where the required undertaking has been tendered to the Company) that it is not permissible under
applicable law for the Company to indemnify Indemnitee for the amount claimed. In connection with any such action or any determination
by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proving such
a defense or determination shall be on the Company. Neither the failure of the Reviewing Party or the Company (including its Board,
independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action by Indemnitee
that indemnification of the claimant is proper under the circumstances because Indemnitee has met the standard of conduct set
forth in applicable law, nor an actual determination by the Reviewing Party or Company (including its Board, independent legal
counsel, or its stockholders) that Indemnitee had 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. For purposes of this Agreement, the termination
of any claim, action, suit, or proceeding, by judgment, order, settlement (whether with or without court approval), conviction,
or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular
standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable
law.
5. Indemnification
for Expenses Incurred in Enforcing Rights. The Company shall indemnify Indemnitee against any and all Expenses that are incurred
by Indemnitee in connection with any action brought by Indemnitee for:
(i) indemnification
or advance payment of Expenses by the Company under this Agreement or any other agreement or under applicable law or the Articles
of Incorporation or Bylaws now or hereafter in effect relating to indemnification for Indemnifiable Events; and/or
(ii) recovery
under any directors’ and officers’ liability insurance policies maintained by the Company, but only in the event that
Indemnitee ultimately is determined to be entitled to such indemnification or insurance recovery, as the case may be. In addition,
the Company shall, if so requested by Indemnitee, advance the foregoing Expenses to Indemnitee, subject to and in accordance with
Section 2(c).
6. Notification
and Defense of Proceeding.
(a) Notice. Promptly
after receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee shall, if a claim in respect thereof is
to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so to notify
the Company will not relieve the Company from any liability that it may have to Indemnitee, except as provided in Section 6(c).
(b) Defense.
With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled
to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes,
it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee
of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or
otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable
costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding,
but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s
expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company; (ii) Indemnitee has reasonably
determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding; (iii)
after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors
immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by Independent Counsel;
or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all
Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding
brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii)
and (iv) above.
(c) Settlement
of Claims. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement
of any Proceeding effected without the Company’s written consent, such consent not to be unreasonably withheld; provided,
however, that if a Change in Control has occurred (other than a Change in Control approved by a majority of the directors on the
Board who were directors immediately prior to such Change in Control), the Company shall be liable for indemnification of Indemnitee
for amounts paid in settlement if Independent Counsel has approved the settlement. The Company shall not settle any Proceeding
in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. The Company
shall not be liable to indemnify Indemnitee under this Agreement with regard to any judicial award if the Company was not given
a reasonable and timely opportunity, at its expense, to participate in the defense of such action; the Company’s liability
hereunder shall not be excused if participation in the Proceeding by the Company was barred by this Agreement.
7. Establishment
of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board
who were directors immediately prior to such Change in Control) the Company shall, upon written request by Indemnitee, create
a Trust for the benefit of Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust in an amount
sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection
with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Event. The amount
or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by Independent Counsel.
The terms of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded without the written
consent of Indemnitee, (ii) the Trustee shall advance, within ten (10) business days of a request by Indemnitee, any and all Expenses
to Indemnitee (and Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which Indemnitee would be
required to reimburse the Company under Section 2(c) of this Agreement), (iii) the Trust shall continue to be funded by the Company
in accordance with the funding obligation set forth above, (iv) the Trustee shall promptly pay to Indemnitee all amounts for which
Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust
shall revert to the Company upon a final determination by Independent Counsel or a court of competent jurisdiction, as the case
may be, that Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by Indemnitee.
Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets
held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company
shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including
attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment
and maintenance of the Trust.
8. Non-Exclusivity.
The rights of Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the Articles of Incorporation,
Bylaws, applicable law, or otherwise; provided, however, that this Agreement shall supersede any prior indemnification agreement
between the Company and Indemnitee. To the extent that a change in applicable law (whether by statute or judicial decision) permits
greater indemnification than would be afforded currently under the Articles of Incorporation, Bylaws, applicable law, or this
Agreement, it is the intent of the parties that Indemnitee enjoy by this Agreement the greater benefits so afforded by such change.
9. Liability
Insurance. To the extent the Company maintains an insurance policy or policies providing general and/or directors’ and officers’
liability insurance, 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 Company director or officer.
10. Period of
Limitations. No legal action shall be brought and no cause of action shall be asserted by or on behalf of the Company or any Affiliate
of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors, or personal or legal representatives after the
expiration of two (2) years from the date of accrual of such cause of action, or such longer period as may be required by state
law under the circumstances. Any claim or cause of action of the Company or its Affiliate shall be extinguished and deemed released
unless asserted by the timely filing and notice of a legal action within such period; provided, however, that if any shorter period
of limitations is otherwise applicable to any such cause of action, the shorter period shall govern.
11. Amendment
of this Agreement. No supplement, modification, 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 binding unless in the form of a writing
signed by the party against whom enforcement of the waiver is sought, and no such waiver shall operate as a waiver of any other
provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided
herein, no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof.
12. No Duplication
of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against
Indemnitee to the extent Indemnitee has otherwise received payment (under any insurance policy, bylaw, or otherwise) of the amounts
otherwise indemnifiable hereunder.
13. Binding Effect.
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 and/or assets of the Company), assigns, spouses, heirs, and personal and legal representatives. The Company
shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, or otherwise) to all, substantially
all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory
to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company
would be required to perform if no such succession had taken place. The indemnification provided under this Agreement shall continue
as to Indemnitee for any action taken or not taken while serving in an indemnified capacity pertaining to an Indemnifiable Event
even though he may have ceased to serve in such capacity at the time of any Proceeding.
14. Severability.
If any provision (or portion thereof) of this Agreement shall be held by a court of competent jurisdiction to be invalid, void,
or otherwise unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore,
to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of this Agreement
containing any provision held to be invalid, void, or otherwise unenforceable, that is not itself invalid, void, or unenforceable)
shall be construed so as to give effect to the intent manifested by the provision held invalid, void, or unenforceable.
15. Governing
Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada applicable
to contracts made and to be performed in such State without giving effect to its principles of conflicts of laws.
16. Notices.
All notices, demands, and other communications required or permitted hereunder shall be made in writing and shall be deemed to
have been duly given if delivered by hand, against receipt, or mailed, postage prepaid, certified or registered mail, return receipt
requested, and addressed to the Company at:
Greenwood Hall, Inc.
0000 Xxxx Xxxxx Xxxxxx,
Xxxxx 000
Xxxxx Xxx, XX 00000
Attention: Chief Executive
Officer
and to Indemnitee at:
[Insert Indemnitee’s
Address]
Notice of change
of address shall be effective only when given in accordance with this Section 16. All notices complying with this Section 16 shall
be deemed to have been received on the date of hand delivery or on the third business day after mailing.
17. Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. Counterpart signature pages to this Agreement may be delivered by facsimile or electronic
delivery (i.e., by email of a PDF signature page) and each such counterpart signature page will constitute an original for all
purposes.
[Remainder
of Page Intentionally Left Blank; Signature Page Follows]
IN WITNESS WHEREOF,
the parties hereto have duly executed and delivered this Agreement as of the day specified above.
[Signature
Page to Indemnification Agreement]
