Exhibit 10.2
INDEMNIFICATION
AGREEMENT
THIS
INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this 14th day of July
,
20
15
,
by and between Relmada Therapeutics, Inc., a Nevada corporation (the “
Corporation
”), and
Charles
J. Casamento
(“
Indemnitee
”).
RECITALS
WHEREAS,
the Corporation, which is organized under the Nevada Revised Statutes (the “
NRS
”), wishes to enter into this
Agreement to set forth certain rights and obligations of the Indemnitee and the Corporation with respect to the Indemnitee’s
service as a director of the Corporation;
WHEREAS,
it is essential to the Corporation that it be able to retain and attract as directors and officers the most capable persons available;
WHEREAS,
increased corporate litigation has subjected directors and officers to litigation risks and expenses, and the limitations on the
availability of directors and officers liability insurance have made it difficult for the Corporation to attract and retain such
persons;
WHEREAS,
the Board of Directors of the Corporation (the “
Board
”) has determined that the difficulty in attracting and
retaining such persons is detrimental to the best interests of the Corporation’s stockholders and that the Corporation should
contractually 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 the Corporation free from undue concern that they will not be so indemnified;
WHEREAS,
Indemnitee performs a valuable service to the Corporation in Indemnitee’s capacity as a director of the Corporation;
WHEREAS,
the Corporation’s Amended and Restated Bylaws (the “
Bylaws
”) include provisions providing for the indemnification
of the directors and officers of the Corporation, including persons serving at the request of the Corporation in such capacities
with other corporations or enterprises, as authorized by the NRS;
WHEREAS,
the Corporation’s Certificate of Incorporation (the “
Charter
”), the Bylaws and the NRS, by their nonexclusive
nature, permit contracts between the Corporation and its directors and officers with respect to indemnification of such persons;
WHEREAS,
in recognition of Indemnitee’s need for (a) substantial protection against personal liability as a condition to Indemnitee’s
service to the Corporation in Indemnitee’s capacity as a director of the Corporation in addition to Indemnitee’s reliance
on the Bylaws, which Indemnitee believes is inadequate in the present circumstances, and (b) specific contractual assurance of
Indemnitee’s rights to full indemnification against risks and expenses (regardless of, among other things, any amendment
to or revocation of the Charter and/or the Bylaws, any change in the composition of the Corporation’s Board, or a change
in control of the Corporation);
WHEREAS,
the Corporation intends that this Agreement provide Indemnitee with greater protection than that which is provided by the Bylaws;
and
WHEREAS,
in order to induce Indemnitee to serve as a director of the Corporation, the Corporation has determined and agreed to enter into
this Agreement with Indemnitee.
NOW,
THEREFORE, in consideration of Indemnitee’s service as a director of the Corporation following the date hereof, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Corporation and Indemnitee
hereby agree as follows:
1.
Indemnity of Indemnitee
. The Corporation agrees to hold harmless and indemnify Indemnitee to the fullest extent authorized
or permitted by law, the provisions of the Charter, and the Bylaws, as the same may be amended from time to time (but, only to
the extent that such amendment permits the Corporation to provide broader indemnification rights than such law, the Charter, or
the Bylaws permitted prior to adoption of such amendment). For purposes of this Agreement, the meaning of the phrase “to
the fullest extent authorized or permitted by law” shall include, but not be limited to: (i) to the fullest extent authorized
or permitted by the provision of the NRS that authorizes or contemplates additional indemnification by agreement, or the corresponding
provision of any amendment to or replacement of the NRS or such provision thereof; and (ii) to the fullest extent authorized or
permitted by any amendments to or replacements of the NRS adopted after the date of this Agreement that increase the extent to
which a corporation may indemnify its directors and officers.
2.
Additional Indemnity
. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject
only to the exclusions set forth in
Section 3
hereof, the Corporation further agrees to hold harmless and indemnify Indemnitee:
(a)
against any and all (i) expenses (including attorneys’ fees), retainers, court costs, transcript costs, fees of experts,
witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees
and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing
to prosecute or defend, investigating, participating, or being or preparing to be a witness in any threatened, pending or completed
action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other
actual, threatened or completed proceeding, including any appeal thereof or related thereto (each, a “
Proceeding
”),
or responding to, or objecting to, a request to provide discovery in any Proceeding, (ii) damages, judgments, fines and amounts
paid in settlement and any other amounts that Indemnitee becomes legally obligated to pay (including any federal, state or local
taxes imposed on Indemnitee as a result of receipt of reimbursements or advances of expenses under this Agreement) and (iii) the
premium, security for, and other costs relating to any costs bond, supersedes bond, or other appeal bond or its equivalent, whether
civil, criminal, arbitrational, administrative or investigative with respect to any Proceeding (items under clauses, (i), (ii)
and (iii), collectively, the “
Expenses
”) actually and reasonably incurred by Indemnitee, or on Indemnitee’s
behalf, because of any claim or claims made against or by him in connection with any Proceeding, whether formal or informal (including
an action by or in the right of the Corporation), to which Indemnitee is, was or at any time becomes a party or a witness, or
is threatened to be made a party to, a participant in or a witness with respect to, by reason of the fact that Indemnitee is,
was or at any time becomes a director or officer of the Corporation, or is or was serving or at any time serves at the request
of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise (“
Corporate
Status
”)
;
(b)
against any and all Expenses actually and reasonably incurred by
Indemnitee, or on Indemnitee’s behalf, if Indemnitee is, or is threatened to be made, a party to or a participant in any
Proceeding by or in the right of the Corporation to procure a judgment in its favor;
(c)
against any and all Expenses actually and reasonably incurred by
Indemnitee, or on Indemnitee’s behalf, if Indemnitee is, by reason of his or her Corporate Status, a witness in any Proceeding
to which Indemnitee is not a party and is not threatened to be made a party; and
(d)
otherwise to the fullest extent as may be provided to Indemnitee
by the Corporation under the nonexclusivity provisions of the NRS, the Charter and the Bylaws.
3.
Limitations
on Additional Indemnity
. No indemnity pursuant to
Section 2
hereof shall be paid by the Corporation:
(a)
on account of any claim or Proceeding against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee
of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as heretofore
or hereafter amended (the “
Exchange Act
”), or similar provisions of any federal, state or local law if the
final, nonappealable judgment of a court of competent jurisdiction finds Indemnitee to be liable for disgorgement under Section
16(b) of the Exchange Act;
(b)
on account of Indemnitee’s conduct that is established by a final, nonappealable judgment
of a court of competent jurisdiction as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct;
(c)
for which payment is actually made to Indemnitee under (i) a valid and collectible insurance policy, including under any policy
of insurance purchased and maintained on Indemnitee’s behalf by the Corporation or (ii) under a valid and enforceable indemnity
clause, bylaw, or agreement, including, but not limited to, an indemnity clause, bylaw, or agreement relating to another corporation,
partnership, joint venture, trust, or other enterprise for which Indemnitee is or was serving as a director or officer at the
request of the Corporation;
provided, that
indemnity pursuant to
Section 2
hereof shall be paid by the Corporation
in respect of any excess beyond payment actually received by Indemnitee under such insurance policy, clause, bylaw or agreement;
(d)
if and to the extent indemnification is contrary to law, either as a matter of public policy,
or under the provisions of the Federal Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the
NRS, or any other applicable law; or
(e)
in connection with any Proceeding (or part thereof) initiated by Indemnitee, against the Corporation or its directors, officers,
employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the Corporation has joined
in the Proceeding (or relevant part thereof), (iii) the Board has consented to the initiation of such Proceeding, (iv) such indemnification
is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the NRS, or (v)
the Proceeding (or relevant part thereof) is initiated pursuant to
Section 12
hereof.
4.
Continuation of Indemnity
. All agreements and obligations of the Corporation contained herein shall continue during the
period Indemnitee is a director or officer of the Corporation (or is or was serving at the request of the Corporation as a director
or officer of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so long
as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding, whether civil, criminal,
arbitrational, administrative or investigative, including any appeal thereof or relating thereto, in respect of which Indemnitee
is granted rights of indemnification or advancement of Expenses hereunder, in each case, by reason of the fact of the Indemnitee’s
Corporate Status.
5.
Partial Indemnification
. Indemnitee shall be entitled under
this Agreement to indemnification by the Corporation for a portion of the Expenses, judgments, fines and amounts paid in settlement
and any other amounts that Indemnitee becomes legally obligated to pay in connection with any Proceeding referred to in
Section
2
hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall indemnify
Indemnitee for the portion thereof to which Indemnitee is entitled.
6.
Notification and Defense of Claim
. To obtain indemnification
under this Agreement, Indemnitee shall submit to the Corporation a written request therefor. As soon as practicable, and in any
event, not later than thirty (30) days after Indemnitee becomes aware, by written or other overt communication, of any pending
or threatened litigation, claim or assessment, Indemnitee will, if a claim for indemnification in respect thereof is to be made
against the Corporation under this Agreement, notify the Corporation of such pending or threatened litigation, claim or assessment;
but the omission so to notify the Corporation will not relieve the Corporation from any liability which it may have to Indemnitee
otherwise under this Agreement, and any delay in so notifying the Corporation shall not constitute a waiver by Indemnitee of any
of Indemnitee’s rights under this Agreement. With respect to any such pending or threatened litigation, claim or assessment
as to which Indemnitee notifies the Corporation of the commencement thereof:
(a)
the Corporation will be entitled to participate therein at its own expense;
(b)
except as otherwise provided below, the Corporation
may, at its option and jointly with any other indemnifying party similarly notified and electing to assume such defense, assume
the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Corporation to Indemnitee of its
election to assume the defense thereof, the Corporation will not be liable to Indemnitee under this Agreement for any legal or
other expenses subsequently incurred by Indemnitee in connection with the defense thereof except for reasonable costs of investigation
or otherwise as provided below. Indemnitee shall have the right to employ separate counsel in such Proceeding but the fees and
expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense
of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Corporation, (ii) Indemnitee shall
have reasonably concluded, and so notified the Corporation, that there may be a conflict of interest between the Corporation and
Indemnitee in the conduct of the defense of such action, or (iii) the Corporation shall not in fact have employed counsel to assume
the defense of Indemnitee in connection with such action; in any of such cases the fees and expenses of Indemnitee’s separate
counsel shall be at the expense of the Corporation. The Corporation shall not be entitled to assume the defense of any Proceeding
brought by or on behalf of the Corporation or as to which Indemnitee shall have made the conclusion provided for in clause (ii)
above; and
(c)
the Corporation shall not be liable to indemnify Indemnitee under
this Agreement for any amounts paid in settlement of any action or claim effected without the Corporation’s written consent,
which consent shall not be unreasonably withheld, conditioned or delayed. The Corporation shall not enter into any settlement
in connection with a Proceeding in any manner which would impose any Expenses, penalties (whether civil or criminal) or limitations
on Indemnitee without Indemnitee’s written consent, which may be given or withheld in Indemnitee’s sole and reasonable
discretion.
7.
Expenses
.
The Corporation shall advance, to the extent not prohibited by law, all Expenses actually and reasonably incurred by Indemnitee
in connection with any Proceeding promptly following request therefor, but in any event no later than twenty (20) days after the
receipt by the Corporation of a written statement or statements requesting such advances (which shall include invoices received
by Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references
to legal work performed or to expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall
not be included with the invoice) from time to time, whether prior to or after the final disposition of any Proceeding. The right
to advancement described in this
Section 7
is vested. Advances shall be unsecured and interest free. Advances shall be
made without regard to Indemnitee’s ability to repay the expenses and without regard to Indemnitee’s ultimate entitlement
to indemnification under the other provisions of this Agreement. The execution and delivery to the Corporation of this Agreement
shall constitute an undertaking by Indemnitee to the fullest extent required by law to repay all advances if and to the extent
that it is ultimately determined by a court of competent jurisdiction in a final, nonappealable judgment that Indemnitee is not
entitled to be indemnified by the Corporation, and Indemnitee shall qualify for advances immediately upon such execution and delivery.
The right to advances under this
Section 7
shall in all events continue until final disposition of any Proceeding, including
any appeal therein.
8.
Contribution
.
(a)
Whether or not the indemnification provided in
Section 2
is available, in respect of any Proceeding in which the Corporation
is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Corporation shall pay, in the first instance,
the entire amount of any judgment or settlement of such Proceeding without requiring Indemnitee to contribute to such payment
and the Corporation hereby waives and relinquishes any right of contribution it may have against Indemnitee. The Corporation shall
not enter into any settlement of any Proceeding in which the Corporation is jointly liable with Indemnitee (or would be if joined
in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.
(b)
Without diminishing or impairing the obligations of the Corporation set forth in
Section 8(a)
, 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 Proceeding
in which the Corporation is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Corporation 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 Corporation and all officers, directors or employees of the
Corporation, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the
one hand, and Indemnitee, on the other hand, from the transaction from which such Proceeding arose;
provided
,
however
,
that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted
by reference to the relative fault of the Corporation and all officers, directors or employees of the Corporation other than Indemnitee
who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other
hand, in connection with the events that resulted in such expenses, judgments, fines or settlement amounts, as well as any other
equitable considerations which the law may require to be considered. The relative fault of the Corporation and all officers, directors
or employees of the Corporation, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such
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.
(c)
The Corporation hereby agrees to fully indemnify and hold Indemnitee
harmless from any claims of contribution which may be brought by officers, directors or employees of the Corporation, other than
Indemnitee, who may be jointly liable with Indemnitee.
(d) To the fullest extent
permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason
whatsoever, the Corporation, in lieu of indemnifying Indemnitee, shall contribute to the amount actually and reasonably incurred
by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses,
in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and
reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the
Corporation and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii)
the relative fault of the Corporation (and its directors, officers, employees and agents) and Indemnitee in connection with such
event(s) and/or transaction(s).
9.
Presumptions
and Effect of Certain Proceedings
.
(a)
In making a determination with respect to Indemnitee’s entitlement to indemnification hereunder, the person, persons or
entity making such determination shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification
under this Agreement if Indemnitee has submitted a request for indemnification in accordance with
Section 6
hereof. If
the Corporation contests any claim or assertion that Indemnitee is entitled to indemnification hereunder, the Corporation shall,
to the fullest extent not prohibited by law, have the burden of proof to overcome such presumption in connection with the making
by such person, persons, or entity of any determination with respect to Indemnitee’s entitlement to indemnification.
(b)
Without limiting the foregoing, if any Proceeding is disposed of on the merits or otherwise
(including a disposition without prejudice), without (i) the final disposition being adverse to Indemnitee, (ii) a final adjudication
by a court of competent jurisdiction that Indemnitee was liable to the Corporation, (iii) a plea of guilty (iv) a final adjudication
by a court of competent jurisdiction that Indemnitee did not act in good faith, and in a manner Indemnitee reasonably believed
to be in or not opposed to the best interests of the Corporation, or (v) with respect to any criminal proceeding, a final adjudication
by a court of competent jurisdiction that Indemnitee had reasonable cause to believe Indemnitee’s conduct was unlawful,
Indemnitee shall be considered for the purposes hereof to have been wholly successful with respect thereto.
(c)
The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon
a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely
affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner
which he or she reasonably believed to be in or not opposed to the best interests of the Corporation or, with respect to any criminal
Proceeding, that Indemnitee had reasonable cause to believe that such Indemnitee’s conduct was unlawful.
(d)
For purposes of any determination of good faith, Indemnitee shall be deemed to have acted
in good faith to the extent Indemnitee relied in good faith on (i) the records or books of account of the Corporation, including
financial statements , (ii) information supplied to Indemnitee by the officers of the Corporation in the course of their duties,
(iii) the advice of legal counsel for the Corporation or its Board or counsel selected by any committee of the Board or (iv )
information or records given or reports made to the Corporation by an independent certified public accountant, an appraiser, investment
banker or other expert selected with reasonable care by the Corporation or its Board or any committee of the Board.
10.
Information Sharing
. To the extent that the Corporation receives a request or requests from a governmental third party
or other licensing or regulating organization (the “
Requesting Agency
”), whether formal or informal, to produce
documentation or other information concerning an investigation, whether formal or informal, being conducted by the Requesting
Agency, and such investigation is reasonably likely to include review of any actions or failures to act by Indemnitee, the Corporation
shall promptly give notice to Indemnitee of said request or requests and any subsequent request. In addition, the Corporation
shall provide Indemnitee with a copy of any and all information or documentation that the Corporation shall provide to the Requesting
Agency.
11.
No Imputation
. The knowledge and/or actions, or failure to act, of any director, officer,
agent or employee of the Corporation or the Corporation itself shall not be imputed to Indemnitee for purposes of determining
any rights under this Agreement.
12.
Enforcement
.
(a) Any
right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee
in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, (ii) no
disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely
made pursuant to
Section 7,
(iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days
after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person
or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation
or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided
to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s
entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right
to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole
or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any
action for which a claim for indemnification is made under
Section 2
hereof (other than an action brought to enforce a
claim for advance or reimbursement of Expenses under this Agreement,
provided
that the required undertaking has been tendered
to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in
Section 3
hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its
stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such
enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation
(including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or
stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is
not entitled to indemnification under this Agreement or otherwise.
(b)
To the fullest extend not prohibited by law, the Corporation shall be precluded from
asserting
in any judicial proceeding commenced pursuant to this
Section 12
that the procedures and presumptions of this Agreement
are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions
of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification,
the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this
Section 12,
absent (i)
a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements
not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under
applicable law.
13.
Subrogation
. In the event of
payment under this Agreement, the Corporation
shall be subrogated to the
extent of such payment to all of the rights of recovery
of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and
to enable the Corporation effectively to bring suit to enforce such rights.
14.
NonExclusivity of Rights
. The rights conferred on Indemnitee by this Agreement shall not be exclusive of any other right
which Indemnitee may have or hereafter acquire under any statute, provision of the Charter or Bylaws, agreement, vote of stockholders
or directors, or otherwise, both as to action in Indemnitee’s official capacity and as to action in another capacity while
holding office. To the extent that a change in applicable law, whether by statute or judicial decision, permits greater indemnification
or advancement of Expenses than would be afforded currently under the Charter or Bylaws and this Agreement, it is the intent of
the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change, subject to the
restrictions expressly set forth herein or therein. Except as expressly set forth herein, no right or remedy herein conferred
is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition
to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. Except as expressly
set forth herein, the assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other right or remedy.
15.
Insurance
. To the extent that the Corporation maintains an
insurance policy or policies providing liability insurance for directors, trustees, general partners, managing members, officers,
employees, agents or fiduciaries of the Corporation, Indemnitee shall be covered by such policy or policies (including with respect
to prior service) to the same extent as the most favorablyinsured persons under such policy or policies in a comparable position.
16.
Enforcement;
Survival of Rights
.
(a)
The Corporation expressly confirms and agrees that the Corporation has entered into this Agreement and assumed the obligations
imposed on it hereby in order to induce Indemnitee to serve as a director of the Corporation, and the Corporation acknowledges
that Indemnitee is relying upon this Agreement in serving the Corporation in such capacity.
(b)
The rights conferred on Indemnitee by this Agreement shall continue after Indemnitee has ceased to be a director or officer of
the Corporation or to serve at the request of the Corporation as a director or officer agent of another corporation, partnership,
joint venture, trust or other enterprise, and shall inure to the benefit of Indemnitee’s heirs, executors and administrators.
(c)
The Corporation shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all
or substantially all of the business or assets of the Corporation, expressly to assume and agree to perform this Agreement in
the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place.
(d)
The Corporation and Indemnitee agree herein that a monetary remedy for breach of this Agreement,
at some later date, may be inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee
and the Corporation irreparable harm. Accordingly, the parties hereto agree that each of the Corporation and the Indemnitee may
enforce this Agreement by seeking injunctive relief and/or specific performance hereof, without any necessity of showing actual
damage or irreparable harm and that by seeking injunctive relief and/or specific performance, they shall not be precluded from
seeking or obtaining any other relief to which they may be entitled. The Corporation and Indemnitee further agree that they shall
be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions
and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Corporation
and Indemnitee acknowledge that in the absence of a waiver, a bond or undertaking may be required by the Delaware Court of Chancery,
and they hereby waive any such requirement of such a bond or undertaking.
17.
No Conflicts
. To the extent that any provision of this Agreement conflicts with the Charter, the Bylaws, or applicable
law, the Charter, the Bylaws, or such applicable law (as applicable) shall govern.
18.
Separability
. Each of the provisions of this Agreement is a separate and distinct agreement and independent of the others,
so that if any provision hereof shall be held to be invalid, illegal or unenforceable for any reason, (i) such invalidity, illegality
or unenforceability shall not affect the validity, legality or enforceability of the remaining provisions of this Agreement (including
without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or
unenforceable, that is not itself invalid, illegal or unenforceable) and such other provisions shall remain enforceable to the
fullest extent permitted by law; (ii) such provision or provisions shall be deemed reformed to the extent necessary to conform
to applicable law and to give the maximum effect to the intent of the parties hereto; and (iii) to the fullest extent possible,
the provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any
such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed
so as to give effect to the intent manifested thereby. Furthermore, if this Agreement shall be invalidated in its entirety on
any ground, then the Corporation shall nevertheless indemnify Indemnitee to the fullest extent provided by the Charter (if applicable),
the Bylaws, the NRS or any other applicable law.
19.
Governing Law
. This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of Delaware, without regard to its principles of conflicts of laws. The
Corporation and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in
connection with this Agreement may be brought in the Delaware Court of Chancery, (ii) consent to submit to the jurisdiction of
the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii)
waive any objection to the laying of venue of any such action or proceeding in the Delaware Court of Chancery, and (iv) waive,
and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has
been brought in an improper or inconvenient forum.
20.
Amendment and Termination
. No amendment, modification, termination
or cancellation of this Agreement shall be effective unless in writing signed by both parties hereto.
21.
Identical Counterparts
. This Agreement may be executed in
one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute
but one and the same Agreement. Only one such counterpart need be produced to evidence the existence of this Agreement.
22.
Notices
. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given (i) upon delivery if delivered by hand to the party
to whom such communication was directed or (ii) upon the third business day after the date on which such communication was mailed
if mailed by certified or registered mail with postage prepaid:
(a)
If to Indemnitee, at the address indicated on the signature page hereof.
(b)
If to the Corporation, to:
Relmada
Therapeutics, Inc.
757
Third Avenue, 21
st
Floor
New
York, NY 10017
Attention: Chief
Executive Officer
or
to such other address as may have been furnished to Indemnitee by the Corporation.
22.
Headings
.
The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of
this Agreement or to affect the construction hereof.
[
Remainder
of Page Intentionally Left Blank
]
IN
WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement on and as of the day and year first above written.
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COMPANY:
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RELMADA THERAPEUTICS, INC.
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By: /s/ Sergio Traversa
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Name: Sergio Traversa
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Title: Chief Executive Officer
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INDEMNITEE:
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/s/ Charles J. Casamento
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Charles J. Casamento
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