EX-99.3 4 ex993to13da112713002_071720.htm FORM OF INDEMNIFICATION LETTER AGREEMENT

Exhibit 99.3

 

 

ISZO CAPITAL LP

c/o IsZo Capital Management LP

590 Madison Avenue, 21st Floor

New York, New York 10022

 

 

July __, 2020

 

 

Re: Nam Tai Property Inc.

Dear ______:

 

Thank you for agreeing to serve as a nominee for election to the Board of Directors of Nam Tai Property Inc. (the “Company”) in connection with the solicitation that IsZo Capital LP and certain of its affiliates (collectively, the “IsZo Group”) is considering undertaking to convene a meeting of members of the Company in order to remove certain current directors of the Company and replace them with the IsZo Group’s slate of director nominees (the “IsZo Group Solicitation”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its shareholders. This letter agreement (this “Agreement”) will set forth the terms of our agreement.

The members of the IsZo Group agree to jointly and severally indemnify and hold you harmless against any and all claims of any nature, whenever brought, arising from the IsZo Group Solicitation and any related transactions, including anything signed on your behalf per the Power of Attorney Agreement executed on July ___, 2020, irrespective of the outcome; provided, however, that you will not be entitled to indemnification for claims arising from your gross negligence, willful misconduct, intentional and material violations of law, criminal actions or material breach of the terms of this Agreement; provided further, that upon your becoming a director of the Company, this indemnification shall not apply to any claims made against you in your capacity as a director of the Company. This indemnification will include any and all losses, liabilities, damages, demands, claims, suits, actions, judgments, or causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys’ fees, and any and all reasonable costs and expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, any civil, criminal, administrative or arbitration action, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by you, directly or indirectly, as a result of or arising from the IsZo Group Solicitation and any related transactions (each, a “Loss”).

In the event of a claim against you pursuant to the prior paragraph or the occurrence of a Loss, you shall give the IsZo Group prompt written notice of such claim or Loss (provided that failure to promptly notify the IsZo Group shall not relieve us from any liability which we may have on account of this Agreement, except to the extent we shall have been materially prejudiced by such failure). Upon receipt of such written notice, the IsZo Group will provide you with counsel to represent you. Such counsel shall be reasonably acceptable to you. In addition, you will be reimbursed promptly for all Losses suffered by you and as incurred as provided herein. The IsZo Group may not enter into any settlement of loss or claim without your consent unless such settlement includes a release of you from any and all liability in respect of such claim.

You hereby agree to keep confidential and not disclose to any party, without the consent of the IsZo Group, any confidential, proprietary or non-public information (collectively, “Information”) of the IsZo Group, its affiliates or any members of any group formed by the IsZo Group pursuant to Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (“Schedule 13D Group”) which you have heretofore obtained or may obtain in connection with your service as a nominee hereunder. Notwithstanding the foregoing, Information shall not include any information that is publicly disclosed by the IsZo Group, its affiliates or any members of any Schedule 13D Group or any information that you can demonstrate is now, or hereafter becomes, through no act or failure to act on your part, otherwise generally known to the public.

 

 

 

Notwithstanding the foregoing, if you are required by applicable law, rule, regulation or legal process to disclose any Information you may do so provided that you first promptly notify the IsZo Group so that the IsZo Group or any member thereof may seek a protective order or other appropriate remedy or, in the IsZo Group’s sole discretion, waive compliance with the terms of this Agreement. In the event that no such protective order or other remedy is obtained or the IsZo Group does not waive compliance with the terms of this Agreement, you may consult with counsel at the cost of the IsZo Group and you may furnish only that portion of the Information which you are advised by counsel is legally required to be so disclosed and you will request that the party(ies) receiving such Information maintain it as confidential.

 

All Information, all copies thereof, and any studies, notes, records, analysis, compilations or other documents prepared by you containing such Information, shall be and remain the property of the IsZo Group and, upon the request of a representative of the IsZo Group, all such Information shall be returned or, at the IsZo Group’s option, destroyed by you, with such destruction confirmed by you to the IsZo Group in writing.

 

This Agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of laws thereof.

 

*               *               *

 

 

 

If you agree to the foregoing terms, please sign below to indicate your acceptance. 

Very truly yours,
 
ISZO CAPITAL LP
 
By: IsZo Capital GP LLC,
its General Partner
   
By:  
Name: Brian L. Sheehy
Title: Managing Member

 

 

 

 

ACCEPTED AND AGREED:

 

__________________________