Common use of Indemnity in Proceedings by or in the Right of the Corporation Clause in Contracts

Indemnity in Proceedings by or in the Right of the Corporation. (a) In the event the Corporation has purchased and has in effect policies of Directors' and Officers' liability insurance at the time of request by Indemnitee for indemnification thereunder, the Corporation shall, subject to the provisions of Paragraph 4(c), indemnify Indemnitee as follows: if Indemnitee is a party to or threatened to be made a party to any Proceeding by or in the right of the Corporation by reason of the fact that Indemnitee is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against all Expenses actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation. (b) In the event the Corporation is not covered by policies of Directors' and Officers' Liability insurance which are applicable to the indemnification claim being made by Indemnitee for indemnification thereunder, the Corporation shall, subject to the provisions of Paragraph 4(c), indemnify Indemnitee as follows: 1) to the fullest extent of the coverage provided for the benefit of Directors and Officers in the case of a Proceeding by or in the right of the Corporation pursuant to the policy of insurance in effect on the date of this Agreement; 2) if Indemnitee is a party to or threatened to be made a party to any Proceeding by or in the right of the Corporation by reason of the fact that Indemnitee is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against all Expenses actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation; and 3) to the fullest extent as may be provided to Indemnitee by the Corporation under the Agreement, the By-Laws of the Corporation, and the Law. The foregoing provisions shall be taken cumulatively and construed as being consistent with one another. (c) No indemnification for Expenses shall be made under Paragraphs 4(a) and 4(b): (1) in respect to remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (2) on account of any suit in which judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state, or local law; (3) on account of Indemnitee's conduct which is finally adjudged to have been knowingly fraudulent, deliberately dishonest, or willful misconduct; (4) if a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawful.

Indemnity in Proceedings by or in the Right of the Corporation. (a) In the event the Corporation has purchased and has in effect policies of Directors' and Officers' liability insurance at the time of request by Indemnitee for indemnification thereunder, the Corporation shall, subject to the provisions of Paragraph 4(c), indemnify Indemnitee as follows: if Indemnitee is a party to or threatened to be made a party to any Proceeding by or in the right of the Corporation by reason of the fact that Indemnitee is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against all Expenses actually and reasonably incurred by -2- Indemnitee in connection with the defense or settlement of such Proceeding, but only if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation. (b) In the event the Corporation is not covered by policies of Directors' and Officers' Liability insurance which are applicable to the indemnification claim being made by Indemnitee for indemnification thereunder, the Corporation shall, subject to the provisions of Paragraph 4(c), indemnify Indemnitee as follows: 1) to the fullest extent of the coverage provided for the benefit of Directors and Officers in the case of a Proceeding by or in the right of the Corporation pursuant to the policy of insurance in effect on the date of this Agreement; 2) if Indemnitee is a party to or threatened to be made a party to any Proceeding by or in the right of the Corporation by reason of the fact that Indemnitee is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against all Expenses actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation; and 3) to the fullest extent as may be provided to Indemnitee by the Corporation under the Agreement, the By-Laws of the Corporation, and the Law. The foregoing provisions shall be taken cumulatively and construed as being consistent with one another. (c) No indemnification for Expenses shall be made under Paragraphs 4(a) and 4(b): (1) in respect to remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (2) on account of any suit in which judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state, or local law; (3) on account of Indemnitee's conduct which is finally adjudged to have been knowingly fraudulent, deliberately dishonest, or willful misconduct; (4) if a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawful.

Indemnity in Proceedings by or in the Right of the Corporation. (a) In the event the The Corporation has purchased and has shall indemnify Indemnitee in effect policies of Directors' and Officers' liability insurance at the time of request by Indemnitee for indemnification thereunder, the Corporation shall, subject to accordance with the provisions of this Paragraph 4(c), indemnify Indemnitee as follows: 5 if Indemnitee is a party to or is threatened to be made a party to or is otherwise involved in any Proceeding by or in the right of the Corporation by reason of the fact that Indemnitee is or was to procure a Director or Officer of the Corporation, or is or was serving at the request of the judgment in its favor (a “Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against all Expenses actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation. (bClaim”) In the event the Corporation is not covered by policies of Directors' and Officers' Liability insurance which are applicable to the indemnification claim being made by Indemnitee for indemnification thereunder, the Corporation shall, subject to the provisions of Paragraph 4(c), indemnify Indemnitee as follows: 1) to the fullest extent of the coverage provided for the benefit of Directors and Officers in the case of a Proceeding by or in the right of the Corporation pursuant to the policy of insurance in effect on the date of this Agreement; 2) if Indemnitee is a party to or threatened to be made a party to any Proceeding by or in the right of the Corporation by reason of the fact that Indemnitee is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against all Expenses actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation; and 3) to the fullest extent as may be provided to Indemnitee by the Corporation under the Agreementprovided, the By-Laws of the Corporationhowever, and the Law. The foregoing provisions shall be taken cumulatively and construed as being consistent with one another. (c) No that no indemnification for Expenses shall be made under Paragraphs 4(athis Paragraph 5 for (i) judgments, fines, penalties or amounts paid in settlement by or on behalf of Indemnitee, or (ii) other Expenses in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation, unless and 4(b): only to the extent that (1A) any court in which such Proceeding was brought shall determine upon application that, despite any adjudication of liability but in view of all circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such judgments, fines, penalties or Expenses as such court shall deem proper, or (B) Indemnitee provides the Corporation with an opinion of counsel (which counsel need not be Independent Legal Counsel) in respect to remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (2) on account of any suit in which judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of Corporation pursuant form and substance reasonably satisfactory to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federalCorporation, state, or local law; (3) on account of Indemnitee's conduct which is finally adjudged to have been knowingly fraudulent, deliberately dishonest, or willful misconduct; (4) if a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawfulpermissible pursuant to this Agreement without such court action under the General Corporation Law of Delaware. Indemnitee shall have the exclusive right under the preceding sentence to elect whether to submit the issue of indemnification to the Court of Chancery of the State of Delaware or to the opinion of counsel.

Indemnity in Proceedings by or in the Right of the Corporation. (a) In the event the Corporation has purchased and has in effect policies of Directors' and Officers' liability insurance at the time of request Except as limited by Indemnitee for indemnification thereunderSection 3 above, the Corporation shall, subject Indemnitee shall be entitled to the provisions of Paragraph 4(c), indemnify indemnification rights provided in this Section if the Indemnitee as follows: if Indemnitee was or is a party to or is threatened to be made a party to to, or was or is otherwise involved in, any Proceeding brought by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a Director director, officer, employee, agent, or Officer trustee of the CorporationCorporation or while a director, officer, employee, agent, or trustee of the Corporation is or was serving at the request of the Corporation as a director, officer, employee, agent, or agent trustee of another corporation, corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan, or by reason of anything done or not done by the Indemnitee in any such capacity. Pursuant to this Section, the Indemnitee shall be indemnified against all Expenses expense, liability, and loss (including judgments, fines, ERISA excise taxes, penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred by the Indemnitee in connection with such Proceeding if the defense or settlement of such Proceeding, but only if he Indemnitee acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation. (b) In the event the Corporation is not covered by policies of Directors' and Officers' Liability insurance which are applicable to the indemnification claim being made by Indemnitee for indemnification thereunder, the Corporation shall, subject to the provisions of Paragraph 4(c), indemnify Indemnitee as follows: 1) to the fullest extent of the coverage provided for the benefit of Directors and Officers in the case of a Proceeding by or in the right of the Corporation pursuant to the policy of insurance in effect on the date of this Agreement; 2) if Indemnitee is a party to or threatened to be made a party to any Proceeding by or in the right of the Corporation by reason of the fact that Indemnitee is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against all Expenses actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation; and 3) provided, however, that no such indemnification shall be made in respect of any claim, issue, or matter as to which the fullest extent as may be provided DGCL expressly prohibits such indemnification by reason of any adjudication of liability of the Indemnitee to Indemnitee by the Corporation under the Agreement, the By-Laws of the Corporation, unless and only to the Law. The foregoing provisions extent that the Court of Chancery of the State of Delaware or the court in which such Proceeding was brought shall be taken cumulatively and construed as being consistent with one another. (c) No determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is entitled to indemnification for Expenses such expense, liability, and loss as such court shall be made under Paragraphs 4(a) and 4(b): (1) in respect to remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (2) on account of any suit in which judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state, or local law; (3) on account of Indemnitee's conduct which is finally adjudged to have been knowingly fraudulent, deliberately dishonest, or willful misconduct; (4) if a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawfuldeem proper.

Indemnity in Proceedings by or in the Right of the Corporation. (a) In the event the The Corporation has purchased and has shall indemnify Indemnitee in effect policies of Directors' and Officers' liability insurance at the time of request by Indemnitee for indemnification thereunder, the Corporation shall, subject to accordance with the provisions of Paragraph 4(c), indemnify Indemnitee as follows: this paragraph if Indemnitee is a party to or is threatened to be made a party to or is otherwise involved in any Proceeding by or in the right of the Corporation by reason of the fact that Indemnitee is or was to procure a Director or Officer of the Corporation, or is or was serving at the request of the judgment in its favor (a "Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against all Expenses actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation. (bClaim") In the event the Corporation is not covered by policies of Directors' and Officers' Liability insurance which are applicable to the indemnification claim being made by Indemnitee for indemnification thereunder, the Corporation shall, subject to the provisions of Paragraph 4(c), indemnify Indemnitee as follows: 1) to the fullest extent of the coverage provided for the benefit of Directors and Officers in the case of a Proceeding by or in the right of the Corporation pursuant to the policy of insurance in effect on the date of this Agreement; 2) if Indemnitee is a party to or threatened to be made a party to any Proceeding by or in the right of the Corporation by reason of the fact that Indemnitee is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against all Expenses actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation; and 3) to the fullest extent as may be provided to Indemnitee by the Corporation under the Agreementprovided, the By-Laws of the Corporationhowever, and the Law. The foregoing provisions shall be taken cumulatively and construed as being consistent with one another. (c) No that no indemnification for Expenses shall be made under Paragraphs 4(athis Paragraph 5 for his (i) judgments, fines, penalties or amounts paid in settlement by or on behalf of Indemnitee, or (ii) other Expenses in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation, unless and 4(b): only to the extent that (1A) any court in which such Proceeding was brought shall determine upon application that, desppenalties or Expenses as such court shall deem proper, or (B) Indemnitee provides the Corporation with an opinion of counsel (which counsel not be Independent Legal Counsel) in respect to remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (2) on account of any suit in which judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of Corporation pursuant form and substance reasonably satisfactory to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federalCorporation, state, or local law; (3) on account of Indemnitee's conduct which is finally adjudged to have been knowingly fraudulent, deliberately dishonest, or willful misconduct; (4) if a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawfulpermissible pursuant to this Agreement without such court action under the General Corporation Law of Delware. The Indemnitee shall haave the exclusive right under the preceding sentence to elect whether to submit the issue of indemnification to the Court of Chancery or to the opinion of counsel.

Indemnity in Proceedings by or in the Right of the Corporation. (a) In the event the The Corporation has purchased and has shall indemnify Indemnitee in effect policies of Directors' and Officers' liability insurance at the time of request by Indemnitee for indemnification thereunder, the Corporation shall, subject to accordance with the provisions of Paragraph 4(c), indemnify Indemnitee as follows: this paragraph if Indemnitee is a party to or is threatened to be made a party to or is otherwise involved in any Proceeding by or in the right of the Corporation by reason of the fact that Indemnitee is or was to procure a Director or Officer of the Corporation, or is or was serving at the request of the judgment in its favor (a "Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against all Expenses actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation. (bClaim") In the event the Corporation is not covered by policies of Directors' and Officers' Liability insurance which are applicable to the indemnification claim being made by Indemnitee for indemnification thereunder, the Corporation shall, subject to the provisions of Paragraph 4(c), indemnify Indemnitee as follows: 1) to the fullest extent of the coverage provided for the benefit of Directors and Officers in the case of a Proceeding by or in the right of the Corporation pursuant to the policy of insurance in effect on the date of this Agreement; 2) if Indemnitee is a party to or threatened to be made a party to any Proceeding by or in the right of the Corporation by reason of the fact that Indemnitee is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against all Expenses actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation; and 3) to the fullest extent as may be provided to Indemnitee by the Corporation under the Agreementprovided, the By-Laws of the Corporationhowever, and the Law. The foregoing provisions shall be taken cumulatively and construed as being consistent with one another. (c) No that no indemnification for Expenses shall be made under Paragraphs 4(a) and 4(b):this Paragraph 5 for his (1i) judgments, fines, penalties or amounts paid in settlement by or on behalf of Indemnitee, or (ii) other Expenses in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation, unless and only to the extent that (A) any court in which such Proceeding was brought shall determine upon application that, desppenalties or Expenses as such court shall deem proper, or (B) Indemnitee provides the Corporation with an opinion of counsel (which counsel not be Independent Legal Counsel) in respect to remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (2) on account of any suit in which judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of Corporation pursuant form and substance reasonably satisfactory to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federalCorporation, state, or local law; (3) on account of Indemnitee's conduct which is finally adjudged to have been knowingly fraudulent, deliberately dishonest, or willful misconduct; (4) if a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawfulpermissible pursuant to this Agreement without such court action under the General Corporation Law of Delware. The Indemnitee shall haave the exclusive right under the preceding sentence to elect whether to submit the issue of indemnification to the Court of Chancery or to the opinion of counsel.

Indemnity in Proceedings by or in the Right of the Corporation. (a) In the event the Corporation has purchased and has in effect policies of Directors' and Officers' liability insurance at the time of request by Indemnitee for indemnification thereunder, the Corporation shall, subject to the provisions of Paragraph 4(c), indemnify Indemnitee as follows: if Indemnitee is a party to or threatened to be made a party to any Proceeding by or in the right of the Corporation by reason of the fact that Indemnitee is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, -2- trust, or other enterprise, against all Expenses actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation. (b) In the event the Corporation is not covered by policies of Directors' and Officers' Liability insurance which are applicable to the indemnification claim being made by Indemnitee for indemnification thereunder, the Corporation shall, subject to the provisions of Paragraph 4(c), indemnify Indemnitee as follows: 1) to the fullest extent of the coverage provided for the benefit of Directors and Officers in the case of a Proceeding by or in the right of the Corporation pursuant to the policy of insurance in effect on the date of this Agreement; 2) if Indemnitee is a party to or threatened to be made a party to any Proceeding by or in the right of the Corporation by reason of the fact that Indemnitee is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against all Expenses actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation; and 3) to the fullest extent as may be provided to Indemnitee by the Corporation under the Agreement, the By-Laws of the Corporation, and the Law. The foregoing provisions shall be taken cumulatively and construed as being consistent with one another. (c) No indemnification for Expenses shall be made under Paragraphs 4(a) and 4(b): (1) in respect to remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (2) on account of any suit in which judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state, or local law; (3) on account of Indemnitee's conduct which is finally adjudged to have been knowingly fraudulent, deliberately dishonest, or willful misconduct; (4) if a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawful.

Indemnity in Proceedings by or in the Right of the Corporation. (a) In the event the Corporation has purchased Subject to Section 8 and has in effect policies Section 9 of Directors' and Officers' liability insurance at the time of request by Indemnitee for indemnification thereunderthis Agreement, the Corporation shallshall indemnify, subject defend and hold harmless Indemnitee to the provisions fullest extent permitted or required by the laws of Paragraph 4(c)the State of Nevada in effect as of the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification, indemnify Indemnitee as follows: if Indemnitee was, or is a party to or is threatened to be made a party party, to any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was a Director or Officer director and/or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, employee or agent of another corporation, partnership, joint venture, trust, or any other enterpriseEnterprise, against all Expenses actually and reasonably incurred by Indemnitee (or on his or her behalf) in connection with the defense or settlement of such ProceedingProceeding or any claim, but only if he issue or matter therein, as long as: 4.1. Indemnitee is not liable pursuant to NRS Section 78.138; or 4.2. Indemnitee acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation. (b) In the event the Corporation is not covered by policies of Directors' and Officers' Liability insurance which are applicable to the indemnification claim being made by Indemnitee for indemnification thereunder, the Corporation shall, subject to the provisions of Paragraph 4(c), indemnify Indemnitee as follows: 1) to the fullest extent of the coverage provided for the benefit of Directors and Officers in the case of a Proceeding by or in the right of the Corporation pursuant to the policy of insurance in effect on the date of this Agreement; 2) if Indemnitee is a party to or threatened to be made a party to any Proceeding by or in the right of the Corporation by reason of the fact that Indemnitee is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against all Expenses actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if he acted in good faith and in a manner which he she reasonably believed to be in or not opposed to the best interests of the Corporation; and 3) provided, however; 4.3. Indemnitee is not entitled to indemnification under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the fullest Corporation unless and only to the extent as may be provided to Indemnitee by that the Corporation under Nevada State District Court or other court in which such Proceeding was brought or is pending, shall determine upon application that, despite the Agreement, adjudication of liability but in view of all the By-Laws circumstances of the Corporationcase, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as the Law. The foregoing provisions shall be taken cumulatively and construed as being consistent with one another. (c) No indemnification for Expenses shall be made under Paragraphs 4(a) and 4(b): (1) in respect to remuneration paid to Indemnitee if it shall be determined by a final judgment Nevada State District Court or other final adjudication that court in such remuneration was Proceeding shall deem proper. Indemnitee shall have the right to employ Independent Counsel in violation of law; (2) on account of any suit in Proceeding for which judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state, or local law; (3) on account of Indemnitee's conduct which is finally adjudged to have been knowingly fraudulent, deliberately dishonest, or willful misconduct; (4) if a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawfulavailable under this Section 4, subject to Section 8 below.

Indemnity in Proceedings by or in the Right of the Corporation. (a) In the event the The Corporation has purchased and has shall indemnify Indemnitee in effect policies of Directors' and Officers' liability insurance at the time of request by Indemnitee for indemnification thereunder, the Corporation shall, subject to accordance with the provisions of Paragraph 4(c), indemnify Indemnitee as follows: this section if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was a Director director or Officer officer of the Corporation, Corporation or is or was serving at the request of the Corporation as a director, officer, employee, employee or agent of another corporation, partnership, joint venture, trust, trust or other enterprise, enterprise against all Expenses actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if he provided it is determined pursuant to Paragraph 7 of this Agreement or by the court before which such action was brought or by the shareholders of the Corporation in the manner prescribed by Section 317, that Indemnitee acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation. Corporation and its shareholders (b) In the event the Corporation is not covered by policies of Directors' and Officers' Liability insurance which are applicable to the indemnification claim being made by Indemnitee for indemnification thereunder, the Corporation shall, subject to the provisions of Paragraph 4(c), indemnify Indemnitee as follows: 1) to the fullest extent of the coverage provided for the benefit of Directors and Officers in the case of a Proceeding by or in the right of the Corporation pursuant Corporation) and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. Notwithstanding the foregoing, no indemnification shall be made under this Paragraph 4: (a) in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the policy of insurance Corporation, unless and only to the extent that the court in effect on the date of this Agreement; 2) if Indemnitee is a party to or threatened to be made a party to any which such Proceeding by or in the right of the Corporation by reason of the fact that Indemnitee is or was a Director or Officer pending shall determine upon application that, in view of all the circumstances of the Corporationcase, or Indemnitee is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against all Expenses actually fairly and reasonably incurred by Indemnitee entitled to indemnity for such Expenses as such court shall determine; (b) of amounts paid in connection with the defense settling or settlement otherwise disposing of such Proceeding, but only if he acted in good faith and in other than a manner which he reasonably believed to be in threatened action, suit or not opposed to the best interests of the Corporation; and 3) to the fullest extent as may be provided to Indemnitee by the Corporation under the Agreementproceeding, the By-Laws of the Corporation, and the Law. The foregoing provisions shall be taken cumulatively and construed as being consistent with one another.without court approval; (c) No indemnification for of Expenses shall be made under Paragraphs 4(a) and 4(b):incurred in defending such Proceeding, other than a threatened action, suit or proceeding, which is settled or otherwise disposed of without court approval; or (1d) in respect to remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (2) on account of any suit act, omission or transaction set forth in which judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of Corporation pursuant to the provisions of Section 16(b204(a)(10)(A)(i)-(vii) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state, or local law; (3) on account of Indemnitee's conduct which is finally adjudged to have been knowingly fraudulent, deliberately dishonest, or willful misconduct; (4) if a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawfulCalifornia Corporations Code.