Common use of Procedure for Indemnification Clause in Contracts

Procedure for Indemnification. (a) Promptly after receipt by Indemnitee of notice of the commencement of or the threat of commencement of any Proceeding, Indemnitee shall, if Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company in writing of the commencement or threat of commencement thereof. The written notification to the Company shall be addressed to the Board and shall include documentation or information which is necessary for the determination of entitlement to indemnification and which is reasonably available to Indemnitee. Delay in so notifying the Company shall not constitute a waiver or release by Indemnitee of any rights hereunder. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s power. (b) Any indemnification requested by Indemnitee under Paragraph 3 hereof shall be made no later than 30 calendar days after receipt of the written request of Indemnitee; provided that a determination is made within said 30-day period that Indemnitee has met the relevant standards for indemnification set forth in Paragraph 3 hereof (i) by the stockholders, (ii) by the Board by a majority vote of a quorum consisting of directors who are not parties to such Proceeding, (iii) if such a quorum so orders, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion, or (iv) in the event such a quorum is not obtainable, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion. Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption by clear and convincing evidence in reaching any contrary determination. (c) Notwithstanding a determination under Paragraph 6(b) hereof that Indemnitee is not entitled to indemnification with respect to any specific Proceeding, Indemnitee shall have the right to apply to any court of competent jurisdiction in the State of Nevada for the purpose of enforcing Indemnitee’s right to indemnification pursuant to this Agreement, which determination shall be made de novo, and Indemnitee shall not be prejudiced by reason of a determination under Paragraph 6(b) hereof that he or she is not entitled to indemnification. The burden of proving that indemnification or advances are not appropriate shall be on the Company. Neither the failure of the Company (including the Board, the Company’s stockholders, or Independent Legal Counsel) to have made a determination prior to the commencement of such action that indemnification or advances are proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including the Board, the Company’s stockholders, or Independent Legal Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create any presumption that Indemnitee has not met the applicable standard of conduct. (d) If an initial determination that Indemnitee is entitled to indemnification is made or deemed to have been made pursuant to the terms of this Agreement, the Company shall be bound by such determination, to the extent not prohibited by the NRS in the absence of (i) a misrepresentation or omission of a material fact by Indemnitee in the request for indemnification or (ii) a specific finding (which has become final) by a court of competent jurisdiction that all or any part of such indemnification is expressly prohibited by law. (e) The Company shall indemnify Indemnitee against all Expenses incurred in connection with any hearing or proceeding under this Paragraph 6 unless a court of competent jurisdiction finds that each of the claims and/or defenses of Indemnitee in any such proceeding was frivolous or made in bad faith.

Procedure for Indemnification. (a) Promptly after receipt by Indemnitee of notice Executive of the commencement of or the threat of commencement of any Proceeding, Indemnitee shallincluding the service upon or receipt by Executive of any summons, if Indemnitee believes that citation, complaint, indictment, information or other document relating to any matter, whether civil, criminal, administrative, or investigative, which might give rise to a right of indemnification with respect thereto may be sought from the Company under this Agreement, Executive shall promptly notify the Company in writing of the commencement or threat of commencement thereof. The written notification to the Company shall be addressed to the Board and notice shall include documentation or information which is necessary for the determination of entitlement to indemnification and which is reasonably available to IndemniteeExecutive. Delay in The failure or delay to so notifying notify the Company shall not constitute a waiver or release by Indemnitee Executive of any rights hereunder. In addition, Indemnitee shall give hereunder and will not relieve the Company such information and cooperation as from any liability that it may reasonably require have to Executive if such failure or delay does not prejudice the Company’s rights. If such failure or delay does prejudice the Company’s rights, the Company will be relieved from liability only to the extent of such prejudice and as shall be within Indemnitee’s powersuch failure or delay will not relieve the Corporation from any liability that it may have to Executive otherwise under this Agreement. (b) Any indemnification requested by Indemnitee Executive under Paragraph 3 hereof shall be made no later than 30 60 calendar days after receipt of the written request of Indemnitee; provided that Executive, unless a determination is made within said 3060-day period that Indemnitee has met the relevant standards for indemnification set forth in accordance with Paragraph 3 hereof that Executive is not entitled to indemnification (i) by the stockholders, (ii) by Board of Directors of the Board Company by a majority vote of a quorum thereof consisting of directors who are not parties to such ProceedingProceedings, or (iiiii) if in the event such a quorum so ordersis not obtainable, at the election of the Company, either by Independent Legal Counsel (selected by the Company and approved by IndemniteeExecutive, such approval not to be unreasonably withheld) in a written opinion, by the stockholders or (iv) in the event such by a quorum panel of arbitrators, one of whom is not obtainable, by Independent Legal Counsel (selected by the Company Company, another of whom is selected by Executive and approved the last of whom is selected by Indemniteethe first two arbitrators so selected, such approval that Executive has not to be unreasonably withheld) met the relevant standards for indemnification set forth in a written opinionParagraph 3 hereof. Upon making a request for indemnification, Indemnitee Executive shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption by clear and convincing evidence in reaching any contrary determination. (c) Notwithstanding a determination under Paragraph 6(b5(b) hereof above that Indemnitee Executive is not entitled to indemnification with respect to any specific Proceeding, Indemnitee Executive shall have the right to apply to any court of competent jurisdiction in the State of Nevada for the purpose of enforcing IndemniteeExecutive’s right to indemnification pursuant to this Agreement, which determination shall be made de novo, novo and Indemnitee Executive shall not be prejudiced by reason of a determination under Paragraph 6(b) hereof that he or she is not entitled to indemnification. The burden of proving that indemnification or advances are not appropriate shall be on the Company. Neither the failure of the Company (including the Boardits Board of Directors, the Company’s its stockholders, or Independent Legal CounselCounsel or the panel of arbitrators) to have made a determination prior to the commencement of such action that indemnification or advances are proper in the circumstances because Indemnitee Executive has met the applicable standard of conduct, nor an actual determination by the Company (including the Boardits Board of Directors, the Company’s its stockholders, or Independent Legal CounselCounsel or the panel of arbitrator) that Indemnitee Executive has not met such applicable standard of conduct, shall be a defense to the action or create any presumption that Indemnitee Executive has not met the applicable standard of conduct. (d) If an initial determination that Indemnitee is entitled to indemnification is made or deemed to have been made pursuant to the terms of this AgreementAgreement that Executive is entitled to indemnification, the Company shall be bound by such determination, to the extent not prohibited by the NRS determination in the absence of (i) a misrepresentation or omission of a material fact by Indemnitee Executive in the request for indemnification or (ii) a specific finding (which has become final) by a court of competent jurisdiction that all or any part of such indemnification is expressly prohibited by law. (e) The Company shall indemnify Indemnitee Executive against all Expenses incurred in connection with any hearing or proceeding under this Paragraph 6 5 unless a court of competent jurisdiction finds that each of the claims and/or defenses of Indemnitee Executive in any such proceeding was frivolous or made in bad faith.

Procedure for Indemnification. (a) Promptly after receipt by Indemnitee of notice of the commencement of or the threat of commencement of any Proceeding, Indemnitee shall, if Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company in writing of the commencement or threat of commencement thereof. The written notification to the Company shall be addressed to the Board of Directors and shall include documentation or information which is necessary for the determination of entitlement to indemnification and which is reasonably available to Indemnitee. Delay in so notifying the Company shall not constitute a waiver or release by Indemnitee or of any rights hereunder. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s 's power. (b) Any indemnification requested by Indemnitee under Paragraph 3 hereof shall be made no later than 30 60 calendar days after receipt of the written request of Indemnitee; provided that , unless a determination is made within said 3060-day period that Indemnitee has not met the relevant standards for indemnification set forth in Paragraph 3 hereof (i) by the stockholders, (ii) by the Board of Directors of the Company by a majority vote of a quorum consisting of directors who are not parties to such Proceeding, (iii) if such a quorum so orders, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion, opinion or (iv) in the event such a quorum is not obtainable, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion. Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption by clear and convincing evidence in reaching any contrary determination. (c) Notwithstanding a determination under Paragraph 6(b) hereof above that Indemnitee is not entitled to indemnification with respect to any specific Proceeding, Indemnitee shall have the right to apply to any court of competent jurisdiction in the State of Nevada for the purpose of enforcing Indemnitee’s 's right to indemnification pursuant to this Agreement, which determination shall be made de novo, novo and Indemnitee shall not be prejudiced by reason of a determination under Paragraph 6(b) hereof that he or she is not entitled to indemnification. The burden of proving that indemnification or advances are not appropriate shall be on the Company. Neither the failure of the Company (including the Boardits Board of Directors, the Company’s its stockholders, or Independent Legal Counsel) to have made a determination prior to the commencement of such action that indemnification or advances are proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including the Boardits Board of Directors, the Company’s its stockholders, or Independent Legal Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create any presumption that Indemnitee has not met the applicable standard of conduct. (d) If an initial determination that Indemnitee is entitled to indemnification is made or deemed to have been made pursuant to the terms of this AgreementAgreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination, to the extent not prohibited by the NRS determination in the absence of (i) a misrepresentation or omission of a material fact by Indemnitee in the request for indemnification or (ii) a specific finding (which has become final) by a court of competent jurisdiction that all or any part of such indemnification is expressly prohibited by law. (e) The Company shall indemnify Indemnitee against all Expenses incurred in connection with any hearing or proceeding under this Paragraph 6 unless a court of competent jurisdiction finds that each of the claims and/or defenses of Indemnitee in any such proceeding was frivolous or made in bad faith.

Procedure for Indemnification. (a) Promptly after receipt by Indemnitee of notice of the commencement of or the threat of commencement of any ProceedingTo obtain indemnification, Indemnitee shall, if Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company in writing of the commencement or threat of commencement thereof. The written notification shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and as is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding. The Company shall, as soon as reasonably practicable after receipt of such a request for indemnification, advise the board of directors that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be addressed made in the specific case (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board and Company’s board of directors, a copy of which shall include be delivered to Indemnitee or (ii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Company’s board of directors, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Company’s board of directors, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Company’s board of directors, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Company’s board of directors, by the stockholders of the Company. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary for to such determination. Any costs or expenses (including attorneys’ fees and disbursements) reasonably incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company, to the extent permitted by applicable law. (c) In the event the determination of entitlement to indemnification and which is reasonably available to Indemniteebe made by Independent Counsel pursuant to Section 9(b), the Independent Counsel shall be selected as provided in this Section 9(c). Delay If a Change in so notifying the Company Control shall not constitute a waiver or release by Indemnitee of any rights hereunder. In additionhave occurred, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as Independent Counsel shall be within Indemnitee’s power. (b) Any indemnification requested by Indemnitee under Paragraph 3 hereof shall be made no later than 30 calendar days after receipt of the written request of Indemnitee; provided that a determination is made within said 30-day period that Indemnitee has met the relevant standards for indemnification set forth in Paragraph 3 hereof (i) by the stockholders, (ii) by the Board by a majority vote of a quorum consisting of directors who are not parties to such Proceeding, (iii) if such a quorum so orders, by Independent Legal Counsel (selected by the Company and approved by IndemniteeCompany’s board of directors, such approval not to be unreasonably withheld) in a written opinion, or (iv) in the event such a quorum is not obtainable, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion. Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the burden Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Company’s board of proof directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to overcome the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that presumption such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by clear and convincing evidence in reaching any contrary determination. (c) Notwithstanding Indemnitee of a determination under Paragraph 6(bwritten request for indemnification pursuant to Section 9(a) hereof that Indemnitee is not entitled to indemnification with respect to any specific and (ii) the final disposition of the Proceeding, the parties have not agreed upon an Independent Counsel, either the Company or Indemnitee shall have the right to apply to any may petition a court of competent jurisdiction in the State for resolution of Nevada for the purpose of enforcing Indemnitee’s right to indemnification pursuant to this Agreement, any objection which determination shall be have been made de novo, and Indemnitee shall not be prejudiced by reason of a determination under Paragraph 6(b) hereof that he or she is not entitled to indemnification. The burden of proving that indemnification or advances are not appropriate shall be on the Company. Neither the failure of the Company (including the Board, the Company’s stockholders, or Independent Legal Counsel) to have made a determination prior to the commencement of such action that indemnification or advances are proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including the Board, the Company’s stockholders, or Independent Legal Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action other’s selection of Independent Counsel and for the appointment as Independent Counsel of a person selected by the court or create by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 9(b) hereof. Upon the due commencement of any presumption that Indemnitee has not met the applicable standard of conduct. (d) If an initial determination that Indemnitee is entitled to indemnification is made judicial proceeding or deemed to have been made arbitration pursuant to the terms Section 12(a) of this Agreement, the Company Independent Counsel shall be bound by discharged and relieved of any further responsibility in such determination, capacity (subject to the extent not prohibited by the NRS in the absence applicable standards of (i) a misrepresentation or omission of a material fact by Indemnitee in the request for indemnification or (ii) a specific finding (which has become final) by a court of competent jurisdiction that all or any part of such indemnification is expressly prohibited by law.professional conduct then prevailing), (ed) The Company shall agrees to pay the reasonable fees and expenses of any Independent Counsel and to fully indemnify Indemnitee such counsel against any and all Expenses incurred in connection with any hearing Expenses, claims, liabilities and damages arising out of or proceeding under relating to this Paragraph 6 unless a court of competent jurisdiction finds that each of the claims and/or defenses of Indemnitee in any such proceeding was frivolous Agreement or made in bad faithits engagement pursuant hereto.

Procedure for Indemnification. (a) Promptly after receipt by Indemnitee Any indemnification of notice a director or officer of the commencement Corporation or advance of or the threat of commencement of any Proceedingexpenses (including attorneys’ fees, Indemnitee shall, if Indemnitee believes that indemnification with respect thereto may be sought from the Company costs and charges) under this Agreement, notify the Company in writing Section 2 of the commencement or threat of commencement thereof. The written notification to the Company shall be addressed to the Board and shall include documentation or information which is necessary for the determination of entitlement to indemnification and which is reasonably available to Indemnitee. Delay in so notifying the Company shall not constitute a waiver or release by Indemnitee of any rights hereunder. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s power. (b) Any indemnification requested by Indemnitee under Paragraph 3 hereof this Article VII shall be made no later than 30 calendar promptly, and in any event within forty-five days after receipt a written claim has been received by the Corporation (or, in the case of the an advance of expenses, twenty days after a written request of Indemnitee; is received by the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required). If a determination is made within said 30-day period that Indemnitee has met the relevant standards for indemnification set forth in Paragraph 3 hereof (i) by the stockholders, (ii) by Corporation that the Board by a majority vote of a quorum consisting of directors who are not parties to such Proceeding, (iii) if such a quorum so orders, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion, director or (iv) in the event such a quorum officer is not obtainable, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion. Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification under or advancement of expenses pursuant to this Agreement Article VII is required, and the Company Corporation fails to respond within sixty days to a written request for indemnity or advancement of expenses, the Corporation shall be deemed to have approved the burden request. If the Corporation denies a written request for indemnification or advance of proof expenses, in whole or in part, or if payment in full pursuant to overcome that presumption by clear and convincing evidence in reaching any contrary determination. (c) Notwithstanding a determination under Paragraph 6(b) hereof that Indemnitee such request is not entitled to indemnification with respect to any specific Proceedingmade within forty-five days after a written claim has been received by the Corporation (or, Indemnitee shall have in the case of an advance of expenses, twenty days after a written request is received by the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required), the right to apply to indemnification or advances as granted by this Article VII shall be enforceable by the director or officer in any court of competent jurisdiction jurisdiction. Such person’s costs and expenses incurred in the State of Nevada for the purpose of enforcing Indemnitee’s connection with successfully establishing his or her right to indemnification or advancement of expenses, in whole or in part, in any such action shall also be indemnified by the Corporation to the fullest extent permitted by Delaware law. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 1 of this AgreementArticle VII, if any, has been tendered to the Corporation) that the claimant has not met the standards of conduct which determination shall be made de novomake it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, and Indemnitee shall not be prejudiced by reason of a determination under Paragraph 6(b) hereof that he or she is not entitled to indemnification. The but the burden of proving that indemnification or advances are not appropriate such defense shall be on the CompanyCorporation to the fullest extent permitted by law. Neither the failure of the Company Corporation (including the Boardits Board of Directors, the Company’s a committee thereof, independent legal counsel or its stockholders, or Independent Legal Counsel) to have made a determination prior to the commencement of such action that indemnification or advances are of the claimant is proper in the circumstances because Indemnitee he or she has met the applicable standard of conductconduct set forth in the DGCL, nor an actual determination by the Company Corporation (including the Boardits Board of Directors, the Company’s a committee thereof, independent legal counsel or its stockholders, or Independent Legal Counsel) that Indemnitee the claimant has not met such applicable standard of conduct, shall be a defense to the action or create any a presumption that Indemnitee the claimant has not met the applicable standard of conduct. (d) If an initial determination that Indemnitee . The procedure for indemnification of other employees and agents for whom indemnification and advancement of expenses is entitled to indemnification is made or deemed to have been made provided pursuant to the terms Section 1 of this Agreement, the Company Article VII shall be bound by such determinationthe same procedure set forth in this Section 2 of this Article VII for directors or officers, to the extent not prohibited by the NRS unless otherwise set forth in the absence of (i) a misrepresentation or omission of a material fact by Indemnitee in the request for indemnification or (ii) a specific finding (which has become final) by a court of competent jurisdiction that all or any part of such indemnification is expressly prohibited by law. (e) The Company shall indemnify Indemnitee against all Expenses incurred in connection with any hearing or proceeding under this Paragraph 6 unless a court of competent jurisdiction finds that each action of the claims and/or defenses Board of Indemnitee in any Directors providing indemnification and advancement of expenses for such proceeding was frivolous employee or made in bad faithagent.

Procedure for Indemnification. (a) Promptly after receipt by Indemnitee of notice of the commencement of or the threat of commencement of any ProceedingTo obtain indemnification hereunder, Indemnitee shall, if Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company in writing of the commencement or threat of commencement thereof. The written notification shall submit to the Company shall be addressed to the Board Corporation a written request, including therein or therewith such documentation and shall include documentation or information which is necessary for the determination of entitlement to indemnification and which as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Corporation shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification hereunder. Delay Any expenses incurred by Indemnitee in so notifying the Company shall not constitute a waiver or release by Indemnitee of any rights hereunder. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as cooperating shall be within borne by the Corporation (irrespective of the determination as to Indemnitee’s powerentitlement to indemnification with respect to the underlying Proceeding for which indemnification is being sought) and the Corporation shall indemnify and hold Indemnitee harmless therefrom. (b) Any The Corporation’s determination whether to grant Indemnitee’s indemnification requested by Indemnitee under Paragraph 3 hereof request shall be made no later than 30 calendar promptly, and in any event within 60 days after following receipt of the written request of Indemnitee; provided that a determination is made within said 30-day period that Indemnitee has met the relevant standards for indemnification set forth in Paragraph 3 hereof (i) by the stockholders, (ii) by the Board by a majority vote of a quorum consisting of directors who are not parties to such Proceeding, (iii) if such a quorum so orders, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion, or (iv) in the event such a quorum is not obtainable, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion. Upon making a request for indemnification, Indemnitee indemnification pursuant to Section 5(a). The right to indemnification as granted by Section 1 of this Agreement shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption enforceable by clear and convincing evidence Indemnitee in reaching any contrary determination. (c) Notwithstanding a determination under Paragraph 6(b) hereof that Indemnitee is not entitled to indemnification with respect to any specific Proceeding, Indemnitee shall have the right to apply to any court of competent jurisdiction if the Corporation denies such request, in the State of Nevada whole or in part, or fails to respond within such 60-day period. It shall be a defense to any such action (other than an action brought to enforce a claim for the purpose advancement of enforcing costs, charges and expenses under Section 4 hereof where the required undertaking, if any, has been received by the Corporation) that Indemnitee has failed to 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, with respect to any criminal action, suit or proceeding, Indemnitee had reasonable cause to believe Indemnitee’s right to indemnification pursuant to this Agreementconduct was unlawful, which determination shall be made de novo, and Indemnitee shall not be prejudiced by reason of a determination under Paragraph 6(b) hereof that he or she is not entitled to indemnification. The but the burden of proving that indemnification or advances are not appropriate such defense, by clear and convincing evidence, shall be on the CompanyCorporation. Neither (i) the failure of the Company Corporation (including the Boardor its Board of Directors, the Company’s stockholdersone of its committees, or its Independent Legal Counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification or advances are of Indemnitee is proper in the circumstances because Indemnitee has met acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the applicable standard best interests of conductthe Corporation, or, with respect to any criminal action, suit or proceeding, Indemnitee had no reasonable cause to believe Indemnitee’s conduct was unlawful, nor (ii) the fact that there has been an actual determination by the Company Corporation (including the Boardor its Board of Directors, the Company’s stockholdersone of its committees, or its Independent Legal Counsel, or its stockholders, as applicable) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create any a presumption that Indemnitee has or has not met the applicable standard of conduct. The Indemnitee’s expenses (including attorneys’ fees) incurred in connection with successfully establishing Indemnitee’s right to indemnification, in whole or in part, in any such proceeding or otherwise shall also be indemnified by the Corporation. (c) The Indemnitee shall be presumed to be entitled to indemnification under this Agreement upon submission of a request for indemnification pursuant to this Section 5, and the Corporation shall have the burden of proof in overcoming that presumption in reaching a determination contrary to that presumption. Such presumption shall be used as a basis for a determination of entitlement to indemnification unless the Corporation overcomes such presumption by clear and convincing evidence. (d) If an initial determination it is determined that Indemnitee is entitled to indemnification is made or deemed to have been made pursuant to the terms of this Agreementindemnification, the Company payment shall be bound by such timely made after that determination, to the extent not prohibited by the NRS in the absence of (i) a misrepresentation or omission of a material fact by Indemnitee in the request for indemnification or (ii) a specific finding (which has become final) by a court of competent jurisdiction that all or any part of such indemnification is expressly prohibited by law. (e) The Company shall indemnify Indemnitee against all Expenses incurred Notwithstanding anything in connection with any hearing or proceeding this Agreement to the contrary, no determination as to entitlement to indemnification under this Paragraph 6 unless a court Agreement shall be required to be made prior to the final disposition of competent jurisdiction finds that each of the claims and/or defenses of Indemnitee in any such proceeding was frivolous or made in bad faithProceeding.

Procedure for Indemnification. (a) Promptly after receipt by Indemnitee of notice of the commencement of or the threat of commencement of any ProceedingTo obtain indemnification, Indemnitee shall promptly submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Company shall, if Indemnitee believes that indemnification with respect thereto may be sought from promptly upon receipt of such a request for indemnification, advise the Company under this Agreement, notify Board of Directors of the Company in writing of the commencement or threat of commencement thereof. The written notification to the Company shall be addressed to the Board and shall include documentation or information which is necessary for the determination of entitlement to indemnification and which is reasonably available to Indemnitee. Delay in so notifying the Company shall not constitute a waiver or release by that Indemnitee of any rights hereunder. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s powerhas requested indemnification. (b) Any The Company’s determination whether to grant Indemnitee’s indemnification requested by Indemnitee under Paragraph 3 hereof request shall be made no later than 30 calendar promptly, and in any event within sixty (60) days after following receipt of a request for indemnification pursuant to Section 6(a). The right to indemnification as granted by Section 1 of this Deed shall be enforceable by Indemnitee in any court of competent jurisdiction if the written request of Indemnitee; provided that a determination is made Company denies such request, in whole or in part, or fails to respond within said 30such 60-day period period. It shall be a defense to any such action that Indemnitee has not met the relevant standards for indemnification standard of conduct set forth in Paragraph 3 hereof (i) by the stockholdersSection 1 hereof, (ii) by the Board by a majority vote of a quorum consisting of directors who are not parties to such Proceeding, (iii) if such a quorum so orders, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion, or (iv) in the event such a quorum is not obtainable, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion. Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have but the burden of proof to overcome that presumption proving such defense by clear and convincing evidence in reaching any contrary determination. (c) Notwithstanding a determination under Paragraph 6(b) hereof that Indemnitee is not entitled to indemnification with respect to any specific Proceeding, Indemnitee shall have the right to apply to any court of competent jurisdiction in the State of Nevada for the purpose of enforcing Indemnitee’s right to indemnification pursuant to this Agreement, which determination shall be made de novo, and Indemnitee shall not be prejudiced by reason of a determination under Paragraph 6(b) hereof that he or she is not entitled to indemnification. The burden of proving that indemnification or advances are not appropriate shall be on the Company. Neither the failure of the Company (including the Boardits Board of Directors or one of its committees, the Company’s its independent legal counsel, and its stockholders, or Independent Legal Counsel) to have made a determination prior to the commencement of such action that indemnification or advances are of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conductconduct set forth in Section 1, nor the fact that there has been an actual determination by the Company (including the Boardits Board of Directors or one of its committees, the Company’s its independent legal counsel, and its stockholders, or Independent Legal Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create any a presumption that Indemnitee has or has not met the applicable standard of conduct. (dc) If an initial determination that Subject to the limitations set forth in Section 8, Indemnitee is shall be presumed to be entitled to indemnification is made or deemed to have been made under this Deed upon submission of a request for indemnification pursuant to the terms of this AgreementSection 6, and the Company shall have the burden of proof in overcoming that presumption in reaching a determination contrary to that presumption. Such presumption shall be bound used as a basis for a determination of entitlement to indemnification unless the Company overcomes such presumption by such determination, to the extent not prohibited by the NRS in the absence of (i) a misrepresentation or omission of a material fact by Indemnitee in the request for indemnification or (ii) a specific finding (which has become final) by a court of competent jurisdiction that all or any part of such indemnification is expressly prohibited by lawclear and convincing evidence. (e) The Company shall indemnify Indemnitee against all Expenses incurred in connection with any hearing or proceeding under this Paragraph 6 unless a court of competent jurisdiction finds that each of the claims and/or defenses of Indemnitee in any such proceeding was frivolous or made in bad faith.

Procedure for Indemnification. (a) Promptly after receipt by Indemnitee of notice of the commencement of or the threat of commencement of any Proceeding7.1 To obtain indemnification, Indemnitee shall, if Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company in writing of the commencement or threat of commencement thereof. The written notification shall promptly submit to the Company shall be addressed to the Board Bank a written request, including therein or therewith such documentation and shall include documentation or information which is necessary for the determination of entitlement to indemnification and which as is reasonably available to IndemniteeIndemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. Delay The Bank shall, promptly upon receipt of such a request for indemnification, advise the Board in so notifying writing that Indemnitee has requested indemnification. 7.2 To the Company shall not constitute a waiver extent that Indemnitee has been successful on the merits or release by Indemnitee otherwise in connection with any Indemnifiable Claim or any portion thereof or in defense of any rights hereunder. In additionclaim, issue or matter therein, Indemnitee shall give be indemnified against all Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim in accordance with Section 2 and no Standard of Conduct Determination (as defined in Section 7.3) will be required. In the Company such information and cooperation event that a matter as it may reasonably require and to which there has been a dismissal without prejudice is later revived in the same or similar form, the matter will be treated as shall be within Indemnitee’s powera new Claim for all purposes of this Agreement. 7.3 To the extent that the provisions of Section 7.2 are inapplicable to an Indemnifiable Claim that will have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Ohio law that is a legally required condition precedent to indemnification of Indemnitee hereunder (ba “Standard of Conduct Determination”) Any indemnification requested by Indemnitee under Paragraph 3 hereof shall will be made no later than 30 calendar days after receipt of the written request of Indemnitee; provided that a determination is made within said 30-day period that Indemnitee has met the relevant standards for indemnification set forth in Paragraph 3 hereof as follows: (i) by the stockholders, (ii1) by the Board by a majority vote of a quorum consisting of directors who are were not parties to such Proceedingaction, suit or proceeding; or (iii2) if such a quorum so orders, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion, or (iv) in the event such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested directors so directs, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) independent legal counsel in a written opinionopinion addressed to the Board, a copy of which shall be delivered to Indemnitee. Upon Indemnitee will cooperate with the person or persons making such Standard of Conduct Determination, including providing to such person or persons, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. 7.4 The Bank shall use its reasonable best efforts to cause any Standard of Conduct Determination required under Section 7.3 to be made as promptly as practicable. If (i) the person or persons empowered or selected under Section 7.3 to make the Standard of Conduct Determination shall not have made a request for indemnificationdetermination within 60 days after the later of (A) receipt by the Bank of written notice from Indemnitee advising the Bank of the final disposition of the applicable Indemnifiable Claim (the date of such receipt being the “Notification Date”) and (B) the selection of an independent counsel, if such determination is to be made by independent counsel that is permitted under the provisions of Section 7.3 to make such determination, and (ii) Indemnitee shall have fulfilled his/her obligations set forth in the last sentence of Section 7.3, then Indemnitee shall be presumed deemed to have satisfied the applicable standard of conduct; provided that such 60-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person or persons making such determination in good faith requires such additional time for the obtaining or evaluation of documentation and/or information relating thereto. 7.5 If (i) Indemnitee shall be entitled to indemnification hereunder against any Indemnifiable Losses pursuant to Section 7.2, or (ii) Indemnitee has been determined or deemed pursuant to Section 7.3 or 7.4 to have satisfied any applicable standard of conduct under this Agreement Ohio law that is a legally required condition precedent to indemnification of Indemnitee hereunder, then the Bank shall pay to Indemnitee, within 30 days after the later of (x) the Notification Date in respect of the Indemnifiable Claim or portion thereof to which such Indemnifiable Losses resulted and (y) the earliest date on which the applicable criterion specified in clause (i) or (ii) above shall have been satisfied, an amount equal to the amount of such Indemnifiable Losses. 7.6 If a Standard of Conduct Determination is to be made by independent legal counsel pursuant to Section 7.3, such counsel shall be selected by the Board and the Company Bank shall have give written notice to Indemnitee advising him or her of the burden identity of proof the independent legal counsel so selected. Indemnitee may, within 5 business days after receiving the written notice of selection from the Board, deliver to overcome the Board a written objection to such selection; provided, however, that presumption such objection may be asserted only on the ground that the independent legal counsel so selected is then, or in the five years preceding such date has been, retained to represent: (i) the Bank in any matter material to the Bank or (ii) any other named (or, as to a threatened matter, reasonably likely to be named) party to the Indemnifiable Claim giving rise to the claim for indemnification hereunder. Absent a proper and timely objection, the person or firm so selected will act as independent legal counsel. If such written objection is properly and timely made and substantiated, (i) the independent legal counsel so selected may not serve as independent legal counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit and (ii) the Bank may, at its option, select an alternative independent legal counsel and give written notice to Indemnitee advising Indemnitee of the identity of the alternative independent legal counsel, in which case the provisions of the two immediately preceding sentences and clause (i) of this sentence shall apply to such subsequent selection and notice. The date of the selection of independent legal counsel for purposes of clause (B) in Section 7.4 shall be the fifth business day after the date upon which the Bank has provided notice to Indemnitee of the Bank’s selected independent legal counsel for whom no objection is both made and sustained by clear and convincing evidence in reaching any contrary determinationIndemnitee pursuant to this Section 7.6. 7.7 The Bank shall indemnify Indemnitee against any expenses (cincluding attorneys’ fees) Notwithstanding a determination under Paragraph 6(b) hereof that Indemnitee is not entitled to indemnification incurred in connection with respect to any specific Proceeding, Indemnitee shall have the right to apply to any court of competent jurisdiction in the State of Nevada for the purpose of enforcing successfully establishing Indemnitee’s right to indemnification pursuant to this Agreementindemnification, which in whole or in part, in any proceeding or otherwise. 7.8 In making any Standard of Conduct Determination, the person or persons making such determination shall be made de novo, and Indemnitee shall not be prejudiced by reason of a determination under Paragraph 6(b) hereof presume that he or she is not entitled to indemnification. The burden of proving that indemnification or advances are not appropriate shall be on the Company. Neither the failure of the Company (including the Board, the Company’s stockholders, or Independent Legal Counsel) to have made a determination prior to the commencement of such action that indemnification or advances are proper in the circumstances because Indemnitee has met satisfied the applicable standard of conduct, nor an actual determination and the Bank may overcome such presumption only by its adducing clear and convincing evidence to the contrary. Any Standard of Conduct Determination that is adverse to Indemnitee may be challenged by the Company (including the Board, the Company’s stockholders, or Independent Legal Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create any presumption that Indemnitee has not met the applicable standard of conduct. (d) If an initial determination that Indemnitee is entitled to indemnification is made or deemed to have been made pursuant to the terms of this Agreement, the Company shall be bound by such determination, to the extent not prohibited by the NRS in the absence of (i) a misrepresentation or omission of a material fact by Indemnitee in the request for indemnification or (ii) a specific finding (which has become final) by a court of competent jurisdiction that all or any part of such indemnification is expressly prohibited by lawFederal courts in Ohio specified in Section 20 below. (e) The Company shall indemnify Indemnitee against all Expenses incurred in connection with any hearing or proceeding under this Paragraph 6 unless a court of competent jurisdiction finds that each of the claims and/or defenses of Indemnitee in any such proceeding was frivolous or made in bad faith.

Procedure for Indemnification. (a) Promptly after receipt by Indemnitee of notice of the commencement of or the threat of commencement of any ProceedingTo obtain indemnification, Indemnitee shall, if Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company in writing of the commencement or threat of commencement thereof. The written notification shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and as is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding. The Company shall, as soon as reasonably practicable after receipt of such a request for indemnification, advise the Board of Directors that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if required by applicable law, with respect to Indemnitee's entitlement thereto shall be addressed made in the specific case (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Company's Board and of Directors, a copy of which shall include be delivered to Indemnitee or (ii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Company's Board of Directors, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Company's Board of Directors, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Company's Board of Directors, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Company's Board of Directors, by the stockholders of the Company. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within sixty (60) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary for to such determination. Any costs or expenses (including attorneys' fees and disbursements) reasonably incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company, to the extent permitted by applicable law. (c) In the event the determination of entitlement to indemnification and which is reasonably available to Indemniteebe made by Independent Counsel pursuant to Section 9(b), the Independent Counsel shall be selected as provided in this Section 9(c). Delay If a Change in so notifying the Company Control shall not constitute a waiver or release by Indemnitee of any rights hereunder. In additionhave occurred, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as Independent Counsel shall be within Indemnitee’s power. (b) Any indemnification requested by Indemnitee under Paragraph 3 hereof shall be made no later than 30 calendar days after receipt of the written request of Indemnitee; provided that a determination is made within said 30-day period that Indemnitee has met the relevant standards for indemnification set forth in Paragraph 3 hereof (i) by the stockholders, (ii) by the Board by a majority vote of a quorum consisting of directors who are not parties to such Proceeding, (iii) if such a quorum so orders, by Independent Legal Counsel (selected by the Company and approved by IndemniteeCompany's Board of Directors, such approval not to be unreasonably withheld) in a written opinion, or (iv) in the event such a quorum is not obtainable, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion. Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the burden Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Company's Board of proof Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to overcome the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that presumption such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by clear and convincing evidence in reaching any contrary determination. (c) Notwithstanding Indemnitee of a determination under Paragraph 6(bwritten request for indemnification pursuant to Section 9(a) hereof that Indemnitee is not entitled to indemnification with respect to any specific and (ii) the final disposition of the Proceeding, the parties have not agreed upon an Independent Counsel, either the Company or Indemnitee shall have the right to apply to any may petition a court of competent jurisdiction in the State for resolution of Nevada for the purpose of enforcing Indemnitee’s right to indemnification pursuant to this Agreement, any objection which determination shall be have been made de novo, and Indemnitee shall not be prejudiced by reason of a determination under Paragraph 6(b) hereof that he or she is not entitled to indemnification. The burden of proving that indemnification or advances are not appropriate shall be on the Company. Neither the failure of the Company (including the Board, the Company’s stockholders, or Independent Legal Counsel) to have made a determination prior to the commencement of such action that indemnification or advances are proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including the Board, the Company’s stockholders, or Independent Legal Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action other's selection of Independent Counsel and for the appointment as Independent Counsel of a person selected by the court or create by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 9(b) hereof. Upon the due commencement of any presumption that Indemnitee has not met the applicable standard of conduct. (d) If an initial determination that Indemnitee is entitled to indemnification is made judicial proceeding or deemed to have been made arbitration pursuant to the terms Section 12(a) of this Agreement, the Company Independent Counsel shall be bound by discharged and relieved of any further responsibility in such determination, capacity (subject to the extent not prohibited by the NRS in the absence applicable standards of (i) a misrepresentation or omission of a material fact by Indemnitee in the request for indemnification or (ii) a specific finding (which has become final) by a court of competent jurisdiction that all or any part of such indemnification is expressly prohibited by law.professional conduct then prevailing), (ed) The Company shall agrees to pay the reasonable fees and expenses of any Independent Counsel and to fully indemnify Indemnitee such counsel against any and all Expenses incurred in connection with any hearing Expenses, claims, liabilities and damages arising out of or proceeding under relating to this Paragraph 6 unless a court of competent jurisdiction finds that each of the claims and/or defenses of Indemnitee in any such proceeding was frivolous Agreement or made in bad faithits engagement pursuant hereto.

Procedure for Indemnification. (a) Promptly after receipt by Indemnitee of notice of the commencement of or the threat of commencement of any ProceedingTo obtain indemnification, Indemnitee shall, if Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company in writing of the commencement or threat of commencement thereof. The written notification shall promptly submit to the Company shall be addressed to the Board Corporation a written request, including therein or therewith such documentation and shall include documentation or information which is necessary for the determination of entitlement to indemnification and which as is reasonably available to IndemniteeIndemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. Delay The Corporation shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in so notifying the Company shall not constitute a waiver or release by writing that Indemnitee of any rights hereunder. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s powerhas requested indemnification. (b) Any indemnification requested by Indemnitee under Paragraph 3 hereof shall be made no later than 30 calendar days after receipt of Subject to Section 5(d), in the written request of Indemnitee; provided event that (i) a determination is made within said 30-day period that Indemnitee has met the relevant standards for indemnification set forth in Paragraph pursuant to Section 3 hereof (i) by the stockholders, (ii) by the Board by a majority vote of a quorum consisting of directors who are not parties to such Proceeding, (iii) if such a quorum so orders, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion, or (iv) in the event such a quorum is not obtainable, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion. Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption by clear and convincing evidence in reaching any contrary determination. (c) Notwithstanding a determination under Paragraph 6(b) hereof that Indemnitee is not entitled to indemnification with respect or advancement of expenses under this Agreement, (ii) advancement of expenses is not timely made pursuant to any specific ProceedingSection 4(a) of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 3 of this Agreement within 90 days after receipt by the Corporation of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 2 within ten (10) days after receipt by the Corporation of a written request therefor, or (v) payment of indemnification pursuant to Section 4(d) of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall have the right be entitled to apply to any an adjudication by a court of competent jurisdiction in the State of Nevada for the purpose of enforcing Indemnitee’s right entitlement to such indemnification or advancement of expenses. In the event that a determination shall have been made pursuant to Section 3 of this Agreement that Indemnitee is not entitled to indemnification, any judicial Proceeding commenced pursuant to this Agreement, which determination Section 5(b) shall be made conducted in all respects as a de novo, novo trial on the merits and Indemnitee shall not be prejudiced by reason of a determination under Paragraph 6(bthat adverse determination. In any judicial Proceeding commenced pursuant to this Section 5(b) hereof that he or she the Corporation shall have the burden of proving Indemnitee is not entitled to indemnification. The burden of proving that indemnification or advances are not appropriate shall be on advancement of expenses, as the Company. Neither the failure of the Company (including the Board, the Company’s stockholders, or Independent Legal Counsel) to have made a determination prior to the commencement of such action that indemnification or advances are proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including the Board, the Company’s stockholders, or Independent Legal Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create any presumption that Indemnitee has not met the applicable standard of conductcase may be. (dc) If an initial a determination shall have been made pursuant to Section 3 of this Agreement that Indemnitee is entitled to indemnification is made or deemed to have been made pursuant to the terms of this Agreementindemnification, the Company Corporation shall be bound by such determinationdetermination in any judicial Proceeding commenced pursuant to Section 5(b), absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. The Corporation shall be precluded from asserting in any judicial Proceeding commenced pursuant to Section 5(b) 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. The Corporation shall indemnify Indemnitee against any and all expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Corporation of a written request therefor) advance, to the extent not prohibited by the NRS in the absence of (i) a misrepresentation or omission of a material fact law, such expenses to Indemnitee, which are incurred by Indemnitee in the request for indemnification or (ii) a specific finding (which has become final) by a court of competent jurisdiction that all or any part of such indemnification is expressly prohibited by law. (e) The Company shall indemnify Indemnitee against all Expenses incurred in connection with any hearing action brought by Indemnitee for indemnification or proceeding advance of expenses from the Corporation under this Paragraph 6 unless a court Agreement or under any directors’ and officers’ liability insurance policies maintained by the Corporation, regardless of competent jurisdiction finds that each whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery, as the case may be. (d) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the claims and/or defenses of Indemnitee in any such proceeding was frivolous or made in bad faithProceeding.

Procedure for Indemnification. (a) Promptly after receipt by Indemnitee of notice of the commencement of or the threat of commencement of any ProceedingTo obtain indemnification, Indemnitee shall, if Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company in writing of the commencement or threat of commencement thereof. The written notification will promptly submit to the Company shall be addressed to the Board Corporation a written request, including such documentation and shall include documentation or information which is necessary for the determination of entitlement to indemnification and which as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Corporation will, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. Indemnitee will reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification. Delay Any expenses incurred by Indemnitee in so notifying cooperating will be borne by the Company shall not constitute a waiver or release by Indemnitee Corporation (irrespective of any rights hereunder. In addition, Indemnitee shall give the Company such information and cooperation determination as it may reasonably require and as shall be within to Indemnitee’s powerentitlement to indemnification) and the Corporation will indemnify and hold Indemnitee harmless therefrom. (b) Any The Corporation’s determination whether to grant Indemnitee’s indemnification requested request will be made promptly, and in any event within 60 days following receipt of a request for indemnification pursuant to Section 5(a). The right to indemnification as granted by Section 1 of this Agreement will be enforceable by Indemnitee under Paragraph 3 hereof shall be made no later than 30 calendar days after receipt in any court of competent jurisdiction if the written request of Indemnitee; provided that a determination is made Corporation denies such request, in whole or in part, or fails to respond within said 30such 60-day period period. It will be a defense to any such action (other than an action brought to enforce a claim for the advance of costs, charges and expenses under Section 4 where the required undertaking, if any, has been received by the Corporation) that Indemnitee has not met the relevant standards for indemnification standard of conduct set forth in Paragraph 3 hereof (i) by the stockholdersSection 1, (ii) by the Board by a majority vote of a quorum consisting of directors who are not parties to such Proceeding, (iii) if such a quorum so orders, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion, or (iv) in the event such a quorum is not obtainable, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion. Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have but the burden of proof to overcome that presumption proving such defense by clear and convincing evidence in reaching any contrary determination. (c) Notwithstanding a determination under Paragraph 6(b) hereof that Indemnitee is not entitled to indemnification with respect to any specific Proceeding, Indemnitee shall have the right to apply to any court of competent jurisdiction in the State of Nevada for the purpose of enforcing Indemnitee’s right to indemnification pursuant to this Agreement, which determination shall be made de novo, and Indemnitee shall not be prejudiced by reason of a determination under Paragraph 6(b) hereof that he or she is not entitled to indemnification. The burden of proving that indemnification or advances are not appropriate shall will be on the CompanyCorporation. Neither the failure of the Company Corporation (including the Boardits Board of Directors or one of its committees, the Company’s its independent legal counsel, and its stockholders, or Independent Legal Counsel) to have made a determination prior to the commencement of such action that indemnification or advances are of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conductconduct set forth in Section 1, nor the fact that there has been an actual determination by the Company Corporation (including the Boardits Board of Directors or one of its committees, the Company’s its independent legal counsel, and its stockholders, or Independent Legal Counsel) that Indemnitee has not met such applicable standard of conduct, shall will be a defense to the action or create any a presumption that Indemnitee has or has not met the applicable standard of conduct. The Indemnitee’s expenses (including attorneys’ fees) incurred in connection with successfully establishing Indemnitee’s right to indemnification, in whole or in part, in any such Claim will also be indemnified by the Corporation. (c) The Indemnitee will be presumed to be entitled to indemnification under this Agreement upon submission of a request for indemnification pursuant to this Section 5, and the Corporation will have the burden of proof in overcoming that presumption in reaching a determination contrary to that presumption. Such presumption will be used as a basis for a determination of entitlement to indemnification unless the Corporation overcomes such presumption by clear and convincing evidence. (d) If an initial determination it is determined that Indemnitee is entitled to indemnification is indemnification, payment will be timely made or deemed to have been made pursuant to the terms of this Agreement, the Company shall be bound by such after that determination, to the extent not prohibited by the NRS in the absence of (i) a misrepresentation or omission of a material fact by Indemnitee in the request for indemnification or (ii) a specific finding (which has become final) by a court of competent jurisdiction that all or any part of such indemnification is expressly prohibited by law. (e) The Company shall indemnify Indemnitee against all Expenses incurred Notwithstanding anything in connection with any hearing or proceeding this Agreement to the contrary, no determination as to entitlement to indemnification under this Paragraph 6 unless Agreement will be required to be made prior to a court of competent jurisdiction finds that each of judgment or pending settlement in the claims and/or defenses of Indemnitee in any such proceeding was frivolous action, suit or made in bad faithproceeding.

Procedure for Indemnification. (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any Proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from for the Company under this Agreement, notify the Company in writing of the commencement or threat of commencement thereof. The written notification to the Company shall be addressed to the Board and notice shall include documentation or information which is necessary for the determination of entitlement to indemnification and which is reasonably available to the Indemnitee. Delay in so notifying the Company shall not constitute a waiver or release by Indemnitee or of any rights hereunder. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s power. (b) Any indemnification requested by the Indemnitee under Paragraph 3 hereof shall be made no later than 30 60 calendar days after receipt of the written request of Indemnitee; provided that , unless a determination is made within said 3060-day period that Indemnitee has met the relevant standards for indemnification set forth in accordance with Paragraph 3 hereof that the Indemnitee is not entitled to indemnification (i) by the stockholders, (ii) by Board of Directors of the Board Company by a majority vote of a quorum thereof consisting of directors who are not parties to such ProceedingProceedings, or (iiiii) if in the event such a quorum so ordersis not obtainable, at the election of the Company, either by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion, by the stockholders or (iv) in the event such by a quorum panel of arbitrators, one of whom is not obtainable, by Independent Legal Counsel (selected by the Company Company, another of whom is selected by the Indemnitee and approved the last of whom is selected by Indemniteethe first two arbitrators so selected, such approval that the Indemnitee has not to be unreasonably withheld) met the relevant standards for indemnification set forth in a written opinionParagraph 3 hereof. Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption by clear and convincing evidence in reaching any contrary determination. (c) Notwithstanding a determination under Paragraph 6(b) hereof above that the Indemnitee is not entitled to indemnification with respect to any specific Proceeding, the Indemnitee shall have the right to apply to any court of competent jurisdiction in the State of Nevada for the purpose of enforcing the Indemnitee’s 's right to indemnification pursuant to this Agreement, which determination shall be made de novo, novo and the Indemnitee shall not be prejudiced by reason of a determination under Paragraph 6(b) hereof that he or she is not entitled to indemnification. The burden of proving that indemnification or advances are not appropriate shall be on the Company. Neither the failure of the Company (including the Boardits Board of Directors, the Company’s its stockholders, or Independent Legal CounselCounsel or the panel of arbitrators) to have made a determination prior to the commencement of such action that indemnification or advances are proper in the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including the Boardits Board of Directors, the Company’s its stockholders, or Independent Legal CounselCounsel or the panel of arbitrator) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create any presumption that the Indemnitee has not met the applicable standard of conduct. (d) If an initial determination that Indemnitee is entitled to indemnification is made or deemed to have been made pursuant to the terms of this AgreementAgreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination, to the extent not prohibited by the NRS determination in the absence of (i) a misrepresentation or omission of a material fact by Indemnitee in the request for indemnification or (ii) a specific finding (which has become final) by a court of competent jurisdiction that all or any part of such indemnification is expressly prohibited by law. (e) The Company shall indemnify the Indemnitee against all Expenses incurred in connection with any hearing or proceeding under this Paragraph 6 unless a court of competent jurisdiction finds that each of the claims and/or defenses of the Indemnitee in any such proceeding was frivolous or made in bad faith.

Procedure for Indemnification. (a) Promptly after receipt by Indemnitee of notice of the commencement of or the threat of commencement of any ProceedingTo obtain indemnification, Indemnitee shall, if Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company in writing of the commencement or threat of commencement thereof. The written notification shall promptly submit to the Company shall be addressed to the Board Corporation a written request, including such documentation and shall include documentation or information which is necessary for the determination of entitlement to indemnification and which as is reasonably available to IndemniteeIndemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. Delay The Corporation shall, promptly upon receipt of such a request, advise the Board of Directors in so notifying the Company shall not constitute a waiver or release by writing that Indemnitee of any rights hereunder. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s powerhas requested indemnification. (b) Any The Corporation's determination whether to grant Indemnitee's indemnification requested by Indemnitee under Paragraph 3 hereof request shall be made no later than 30 calendar promptly and, in any event, within thirty (30) days after following receipt of the written request of Indemnitee; provided that a determination is made within said 30-day period that Indemnitee has met the relevant standards for indemnification set forth in Paragraph 3 hereof (i) by the stockholders, (ii) by the Board by a majority vote of a quorum consisting of directors who are not parties to such Proceeding, (iii) if such a quorum so orders, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion, or (iv) in the event such a quorum is not obtainable, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion. Upon making a request for indemnification, Indemnitee pursuant to Section 6(a). The right to indemnification as granted by Section 2 shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption enforceable by clear and convincing evidence Indemnitee in reaching any contrary determination. (c) Notwithstanding a determination under Paragraph 6(b) hereof that Indemnitee is not entitled to indemnification with respect to any specific Proceeding, Indemnitee shall have the right to apply to any court of competent jurisdiction if the Corporation denies such request, in the State of Nevada whole or in part, or fails to respond within such 30-day period. It shall be a defense to any such action (other than an action brought to enforce a claim for the purpose advancement of enforcing Indemnitee’s right to indemnification pursuant to this Agreementexpenses under Section 5 hereof) that Indemnitee has not met the standard of conduct in Section 2, which determination shall be made de novo, and Indemnitee shall not be prejudiced by reason of a determination under Paragraph 6(b) hereof that he or she is not entitled to indemnification. The but the burden of proving that indemnification or advances are not appropriate shall be such defense is on the CompanyCorporation. Neither the failure of the Company Corporation (including the Board, the Company’s stockholdersits Board of Directors or one of its committees, or Independent Legal Counselits independent legal counsel) to have made a determination prior to the commencement of such action that indemnification or advances are of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conductconduct in Section 2, nor the fact that there has been an actual determination by the Company Corporation (including the Board, the Company’s stockholdersits Board of Directors or one of its committees, or Independent Legal Counselits independent legal counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create any a presumption that Indemnitee has or has not met the applicable standard of conduct. (d) If an initial determination that Indemnitee is entitled to indemnification is made or deemed to have been made pursuant to the terms of this Agreement, the Company shall be bound by such determination, to the extent not prohibited by the NRS in the absence of (i) a misrepresentation or omission of a material fact by Indemnitee in the request for indemnification or (ii) a specific finding (which has become final) by a court of competent jurisdiction that all or any part of such indemnification is expressly prohibited by law. (e) The Company shall indemnify Indemnitee against all Expenses . Indemnitee's expenses incurred in connection with any hearing successfully establishing Indemnitee's right to indemnification, in whole or proceeding under this Paragraph 6 unless a court of competent jurisdiction finds that each of the claims and/or defenses of Indemnitee in part, in any such proceeding was frivolous or made otherwise shall also be indemnified by the Corporation. (c) Indemnitee shall be presumed to be entitled to indemnification under this Agreement upon submission of a request for indemnification pursuant to this Section 6, and the Corporation shall have the burden of proof in bad faithovercoming that presumption in reaching a contrary determination. Such presumption shall be used as a basis for a determination of entitlement to indemnification unless the Corporation overcomes such presumption.

Procedure for Indemnification. (a) Promptly after receipt by Indemnitee of notice of the commencement of or the threat of commencement of any ProceedingTo obtain indemnification, Indemnitee shall, if Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company in writing of the commencement or threat of commencement thereof. The written notification shall promptly submit to the Company shall be addressed to the Board Corporation a written request, including therein or therewith such documentation and shall include documentation or information which is necessary for the determination of entitlement to indemnification and which as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Corporation shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification. Delay Any expenses incurred by Indemnitee in so notifying the Company shall not constitute a waiver or release by Indemnitee of any rights hereunder. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as cooperating shall be within borne by the Corporation (irrespective of the determination as to Indemnitee’s powerentitlement to indemnification) and the Corporation shall indemnify and hold Indemnitee harmless therefrom. (b) Any The Corporation’s determination whether to grant Indemnitee’s indemnification requested by Indemnitee under Paragraph 3 hereof request shall be made no later than 30 calendar promptly, and in any event within 60 days after following receipt of a request for indemnification pursuant to Section 5(a). The right to indemnification as granted by Section 1 of this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction if the written request of Indemnitee; provided that a determination is made Corporation denies such request, in whole or in part, or fails to respond within said 30such 60-day period period. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of costs, charges and expenses under Section 4 hereof where the required undertaking, if any, has been received by the Corporation) that Indemnitee has not met the relevant standards for indemnification standard of conduct set forth in Paragraph 3 hereof (i) by the stockholdersSection 1 hereof, (ii) by the Board by a majority vote of a quorum consisting of directors who are not parties to such Proceeding, (iii) if such a quorum so orders, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion, or (iv) in the event such a quorum is not obtainable, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion. Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have but the burden of proof to overcome that presumption proving such defense by clear and convincing evidence in reaching any contrary determination. (c) Notwithstanding a determination under Paragraph 6(b) hereof that Indemnitee is not entitled to indemnification with respect to any specific Proceeding, Indemnitee shall have the right to apply to any court of competent jurisdiction in the State of Nevada for the purpose of enforcing Indemnitee’s right to indemnification pursuant to this Agreement, which determination shall be made de novo, and Indemnitee shall not be prejudiced by reason of a determination under Paragraph 6(b) hereof that he or she is not entitled to indemnification. The burden of proving that indemnification or advances are not appropriate shall be on the CompanyCorporation. Neither the failure of the Company Corporation (including the Boardits Board of Directors or one of its committees, the Company’s its independent legal counsel, and its stockholders, or Independent Legal Counsel) to have made a determination prior to the commencement of such action that indemnification or advances are of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conductconduct set forth in Section 1 hereof, nor the fact that there has been an actual determination by the Company Corporation (including the Boardits Board of Directors or one of its committees, the Company’s its independent legal counsel, and its stockholders, or Independent Legal Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create any a presumption that Indemnitee has or has not met the applicable standard of conduct. The Indemnitee’s expenses (including attorneys’ fees) incurred in connection with successfully establishing Indemnitee’s right to indemnification, in whole or in part, in any such proceeding or otherwise shall also be indemnified by the Corporation. (c) The Indemnitee shall be presumed to be entitled to indemnification under this Agreement upon submission of a request for indemnification pursuant to this Section 5, and the Corporation shall have the burden of proof in overcoming that presumption in reaching a determination contrary to that presumption. Such presumption shall be used as a basis for a determination of entitlement to indemnification unless the Corporation overcomes such presumption by clear and convincing evidence. (d) If an initial determination it is determined that Indemnitee is entitled to indemnification is made or deemed to have been made pursuant to the terms of this Agreementindemnification, the Company payment shall be bound by such timely made after that determination, to the extent not prohibited by the NRS in the absence of (i) a misrepresentation or omission of a material fact by Indemnitee in the request for indemnification or (ii) a specific finding (which has become final) by a court of competent jurisdiction that all or any part of such indemnification is expressly prohibited by law. (e) The Company shall indemnify Indemnitee against all Expenses incurred Notwithstanding anything in connection with any hearing or proceeding this Agreement to the contrary, no determination as to entitlement to indemnification under this Paragraph 6 unless Agreement shall be required to be made prior to a court of competent jurisdiction finds that each of judgment or pending settlement in the claims and/or defenses of Indemnitee in any such proceeding was frivolous action, suit or made in bad faithproceeding.

Procedure for Indemnification. (a) Promptly Within sixty (60) days after the actual receipt by Indemnitee of notice of the commencement of that he is a party to or the threat of commencement of a participant (as a witness or otherwise) in any Proceeding, Indemnitee shall, if Indemnitee believes that indemnification with respect thereto may be sought from shall submit to the Company under this Agreement, a written notice identifying the Proceeding. The omission by Indemnitee to notify the Company in writing of will not relieve the commencement or threat of commencement thereof. The written notification Company from any liability which it may have to Indemnitee (i) otherwise than under this Agreement and (ii) under this Agreement only to the extent the Company shall be addressed can establish that such omission to notify resulted in actual prejudice to the Board and shall include documentation or information which is necessary for the determination of entitlement to indemnification and which is reasonably available to Indemnitee. Delay in so notifying the Company shall not constitute a waiver or release by Indemnitee of any rights hereunder. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s powerCompany. (b) Any Indemnitee shall thereafter deliver to the Company a written application to indemnify Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such a written application for indemnification requested by Indemnitee, Indemnitee's entitlement to indemnification shall be determined in accordance with Section 6(c) of this Agreement. (c) Upon written request by Indemnitee under Paragraph 3 hereof for indemnification pursuant to Section 6(b) hereof, a determination with respect to Indemnitee's entitlement thereto shall be made no later than 30 calendar days after receipt of in the written request of Indemnitee; provided that a determination is made within said 30-day period that Indemnitee has met the relevant standards for indemnification set forth in Paragraph 3 hereof specific case: (i) by the stockholders, (ii) by the Board by a majority vote of a quorum consisting of directors who are Disinterested Directors, (ii) if such quorum is not parties obtainable or, even if obtainable, if a quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to such Proceedingthe Board, or (iii) if such a quorum so orders, by Independent Legal Counsel (selected by the stockholders. The Company and approved by Indemnitee, such approval not to be unreasonably withheld) will promptly advise Indemnitee in a written opinion, or (iv) in the event such a quorum is not obtainable, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion. Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption by clear and convincing evidence in reaching any contrary determination. (c) Notwithstanding a determination under Paragraph 6(b) hereof that Indemnitee is not entitled to indemnification writing with respect to any specific Proceeding, determination that Indemnitee shall have the right to apply to any court of competent jurisdiction in the State of Nevada for the purpose of enforcing Indemnitee’s right to indemnification pursuant to this Agreement, which determination shall be made de novo, and Indemnitee shall not be prejudiced by reason of a determination under Paragraph 6(b) hereof that he is or she is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. The burden of proving If it is so determined that indemnification or advances are not appropriate Indemnitee is entitled to indemnification, payment to Indemnitee shall be on made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the Companyperson, persons or entity making such determination with respect to Indemnitee's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Neither the failure of the Company Any costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the Boardperson, the Company’s stockholders, persons or Independent Legal Counsel) to have made a entity making such determination prior to the commencement of such action that indemnification or advances are proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination shall be borne by the Company (including irrespective of the Board, determination as to Indemnitee's entitlement to indemnification) and the Company’s stockholders, or Independent Legal Counsel) that Company hereby indemnifies and agrees to hold Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create any presumption that Indemnitee has not met the applicable standard of conductharmless therefrom. (d) If an initial In the event the determination that Indemnitee is entitled of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(c) hereof, the Independent Counsel shall be selected as provided in this Section 6(d). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or deemed to the Company, as the case may be, may, within 10 days after such written notice of selection shall have been made pursuant received, deliver to the terms Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 2 of this Agreement, and the Company objection shall be bound by set forth with particularity the factual basis of such determinationassertion. Absent a proper and timely objection, to the extent person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not prohibited by the NRS in the absence of (i) a misrepresentation serve as Independent Counsel unless and until such objection is withdrawn or omission of a material fact by Indemnitee in the request for indemnification or (ii) a specific finding (which has become final) by a court of competent jurisdiction has determined that all such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or any part of such indemnification is expressly prohibited by law. (e) The Company shall indemnify Indemnitee against all Expenses incurred in connection with any hearing or proceeding under this Paragraph 6 unless may petition a court of competent jurisdiction finds that each (the "Court") for resolution of any objection which shall have been made by the claims Company or Indemnitee to the other's selection of Independent Counsel and/or defenses for the appointment as Independent Counsel of Indemnitee a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 6(c) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 8(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in any such proceeding was frivolous or made in bad faithcapacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Indemnification. (a) Promptly after receipt by Indemnitee of notice of the commencement of or the threat of commencement of any Proceeding, Indemnitee shall, if Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company in writing of the commencement or threat of commencement thereof. The written notification to the Company shall be addressed to the Board and shall include documentation or information which is necessary for the determination of entitlement to indemnification and which is reasonably available to Indemnitee. Delay in so notifying the Company shall not constitute a waiver or release by Indemnitee of any rights hereunder. In addition, Any Indemnitee shall give the Company Indemnitor, prompt written notice of any claim, assertion, event or proceeding by or in respect of a third party of which such information and cooperation Indemnitee has knowledge concerning any Loss as it to which such Indemnitee may reasonably require and as shall be within Indemnitee’s power. (b) Any request indemnification requested by Indemnitee under Paragraph 3 hereof shall be made no later than 30 calendar days after receipt of the written request of Indemniteehereunder; provided that a determination failure of the Indemnitee to give the Indemnitor prompt notice as provided herein shall not relieve the Indemnitor of any of its obligations hereunder except to the extent that the Indemnitor. is made within said 30-day period that prejudiced thereby. The Indemnitor shall have the right to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Indemnitee, the defense or settlement of any claim or proceeding the subject of indemnification hereunder at its own expenses. If the Indemnitor elects to assume the defense of any such claim or proceeding, the Indemnitee has met may participate in such defense, but in such case the relevant standards for indemnification set forth in Paragraph 3 hereof (i) expenses of the Indemnitee shall be paid by the stockholdersIndemnitee. The Indemnitee shall. upon reasonable notice, provide the Indemnitor with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Indemnitor in the defense or settlement thereof, and the Indemnitor shall promptly reimburse the Indemnitee for all its reasonable out-of-pocket expenses in connection therewith. If the Indemnitor elects to direct the defense of any such claim or proceeding, the Indemnitee shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability unless the Indemnitor consents in writing (ii) by the Board by a majority vote of a quorum consisting of directors who are which consent shall not parties to such Proceeding, (iii) if such a quorum so orders, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) to such payment or unless the Indemnitor withdraws from or fails to maintain the defense of such asserted liability or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnitor is entered against the Indemnitee for such liability. No settlement in a written opinion, or (iv) in the event such a quorum is not obtainable, by Independent Legal Counsel (selected respect of any third party claim may be effected by the Company Indemnitor without the Indemnitee's prior written consent unless the settlement involves only a monetary payment and approved by no other obligations on Indemnitee, such approval not 's part and a full and unconditional release of the Indemnitee. If the Indemnitor shall fail to be unreasonably withheld) in a written opinion. Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption by clear and convincing evidence in reaching any contrary determination. (c) Notwithstanding a determination under Paragraph 6(b) hereof that Indemnitee is not entitled to indemnification with respect to any specific Proceedingundertake tile defense or settlement thereof, Indemnitee shall have the right to apply to take exclusive control of the defense, negotiation and/or settlement of such third party claim, at the Indemnitor's expense. If the Indemnitee assumes the defense of any court of competent jurisdiction in the State of Nevada for the purpose of enforcing Indemnitee’s right to indemnification such claim or proceeding pursuant to this AgreementSection, which determination it may conduct such defense as it reasonably deems appropriate (without regard to the availability of indemnification hereunder), and the Indemnitor shall be made de novo, responsible for and Indemnitee shall not be prejudiced by reason of a determination under Paragraph 6(b) hereof that he or she is not entitled to indemnification. The burden of proving that indemnification or advances are not appropriate shall be on the Company. Neither the failure of the Company (including the Board, the Company’s stockholders, or Independent Legal Counsel) to have made a determination prior to the commencement pay all reasonable costs and expenses of such action that indemnification defense, including its compromise or advances are proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including the Board, the Company’s stockholders, or Independent Legal Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create any presumption that Indemnitee has not met the applicable standard of conductsettlement. (db) If an initial determination Notwithstanding the foregoing, with respect to any claim or demand that Indemnitee the Indemnitor is entitled to indemnification is made or deemed to have been made pursuant to the terms of this Agreementdefending, the Company Indemnitee shall be bound by such determination, have the right to retain separate counsel to represent it and the extent not prohibited by Indemnitor shall pay the NRS in the absence of (i) a misrepresentation or omission of a material fact by Indemnitee in the request for indemnification or (ii) a specific finding (which has become final) by a court of competent jurisdiction that all or any part fees and expenses of such indemnification is expressly prohibited by lawseparate counsel if there are conflicts that make it reasonably necessary for separate counsel to represent the Indemnitee and the Indemnitor. (e) The Company shall indemnify Indemnitee against all Expenses incurred in connection with any hearing or proceeding under this Paragraph 6 unless a court of competent jurisdiction finds that each of the claims and/or defenses of Indemnitee in any such proceeding was frivolous or made in bad faith.

Procedure for Indemnification. (a) Promptly after receipt by Indemnitee of notice of the commencement of or the threat of commencement of any ProceedingTo obtain indemnification, Indemnitee shall, if Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company in writing of the commencement or threat of commencement thereof. The written notification shall promptly submit to the Company shall be addressed to the Board Corporation a written request, including therein or therewith such documentation and shall include documentation or information which is necessary for the determination of entitlement to indemnification and which as is reasonably available to IndemniteeIndemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. Delay The Corporation shall, promptly upon receipt of such a request for indemnification, advise the Corporation’s Board of Directors in so notifying the Company shall not constitute a waiver or release by writing that Indemnitee of any rights hereunder. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s powerhas requested indemnification. (b) Any The Corporation’s determination whether to grant Indemnitee’s indemnification requested by Indemnitee under Paragraph 3 hereof request shall be made no later than 30 calendar promptly, and in any event within thirty (30) days after following receipt of a request for indemnification pursuant to Section 5(a). The right to indemnification as granted by this Indemnification Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction if the written request of Indemnitee; provided that a determination is made Corporation denies such request, in whole or in part, or fails to respond within said such 30-day period period. Alternatively, in seeking to establish or enforce a right to indemnification or advancement of Expenses under this Indemnification Agreement, Indemnitee, at Indemnitee’s option may seek an award in an arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association, such award to be made within sixty (60) days following the demand for arbitration. The Corporation shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration or any other claim. It shall be a defense to any such action by Indemnitee (other than an action brought to enforce a claim for the advancement of Expenses under Section 4 hereof when the required undertaking, if any, has been received by the Corporation) that Indemnitee has not met the relevant standards for indemnification standard of conduct set forth in Paragraph 3 hereof (i) by the stockholdersDGCL, (ii) by the Board by a majority vote of a quorum consisting of directors who are not parties to such Proceeding, (iii) if such a quorum so orders, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion, or (iv) in the event such a quorum is not obtainable, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion. Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have but the burden of proof to overcome that presumption proving such defense by clear and convincing evidence in reaching any contrary determination. (c) Notwithstanding a determination under Paragraph 6(b) hereof that Indemnitee is not entitled to indemnification with respect to any specific Proceeding, Indemnitee shall have the right to apply to any court of competent jurisdiction in the State of Nevada for the purpose of enforcing Indemnitee’s right to indemnification pursuant to this Agreement, which determination shall be made de novo, and Indemnitee shall not be prejudiced by reason of a determination under Paragraph 6(b) hereof that he or she is not entitled to indemnification. The burden of proving that indemnification or advances are not appropriate shall be on the CompanyCorporation. Neither the failure of the Company Corporation (including the Boardits Board of Directors or one of its committees, the Company’s its independent legal counsel, and its stockholders, or Independent Legal Counsel) to have made a determination prior to the commencement of such action that indemnification or advances are of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conductconduct set forth in the DGCL, nor the fact that there has been an actual determination by the Company Corporation (including the Boardits Board of Directors or one of its committees, the Company’s its independent legal counsel, and its stockholders, or Independent Legal Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create any a presumption that Indemnitee has or has not met the applicable standard of conduct. (d) conduct set forth in the DGCL. If an initial a determination that Indemnitee is entitled to indemnification is made or deemed to have been made pursuant to the terms of this AgreementIndemnification Agreement that Indemnitee is entitled to indemnification, the Company Corporation shall be bound by such determinationdetermination and is precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding and enforceable. The Corporation further agrees to stipulate in any court or before any arbitrator pursuant to this Section 5 that the Corporation is bound by all the provisions of this Agreement and is precluded from making any assertions to the contrary. If the court or arbitrator determines that Indemnitee is entitled to any indemnification or payment of Expenses hereunder, the Corporation shall pay all Expenses actually and reasonably incurred by Indemnitee in connection with such adjudication or award in arbitration (including, but not limited to, any appellate Proceedings), and in any suit brought by the Corporation to recover an advancement of Expenses pursuant to the terms of an undertaking, the Corporation shall pay all Expenses actually and reasonably incurred by Indemnitee in connection with such suit to the extent not prohibited by Indemnitee has been successful, on the NRS merits or otherwise, in the absence whole or in part, in defense of such suit. (ic) a misrepresentation or omission The Indemnitee shall be presumed to be entitled to indemnification under this Indemnification Agreement upon submission of a material fact by Indemnitee in the request for indemnification or (ii) pursuant to this Section 5, and the Corporation shall have the burden of proof in overcoming that presumption in reaching a specific finding (which has become final) determination contrary to that presumption. Such presumption shall be used as a basis for a determination of entitlement to indemnification unless the Corporation overcomes such presumption by a court of competent jurisdiction that all or any part of such indemnification is expressly prohibited by lawclear and convincing evidence. (e) The Company shall indemnify Indemnitee against all Expenses incurred in connection with any hearing or proceeding under this Paragraph 6 unless a court of competent jurisdiction finds that each of the claims and/or defenses of Indemnitee in any such proceeding was frivolous or made in bad faith.

Procedure for Indemnification. (a) Promptly after receipt by Indemnitee of notice of the commencement of or the threat of commencement of any ProceedingTo obtain indemnification, Indemnitee shall, if Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company in writing of the commencement or threat of commencement thereof. The written notification shall submit to the Company shall be addressed to the Board Corporation a written request, including therein or therewith such documentation and shall include documentation or information which is necessary for the determination of entitlement to indemnification and which as is reasonably available to Indemnitee. Delay in so notifying the Company shall not constitute a waiver or release by Indemnitee of any rights hereunder. In addition, and is reasonably necessary to determine whether and to what extent Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s poweris entitled to indemnification. (b) Any The Corporation’s determination whether to grant Indemnitee’s indemnification requested by Indemnitee under Paragraph 3 hereof request shall be made no later than 30 calendar promptly and in any event within thirty (30) days after following receipt of a request for indemnification pursuant to Section 3(a). The right to indemnification as granted by Section 1 of this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction if the written request of Indemnitee; provided that a determination is made Corporation denies such request, in whole or in part, or fails to respond within said such 30-day period that Indemnitee has met the relevant standards for indemnification set forth period. Indemnitee’s expenses (including attorneys’ fees) incurred in Paragraph 3 hereof (i) connection with successfully establishing Indemnitee’s right to indemnification, in whole or in part, in any such proceeding or otherwise shall also be indemnified by the stockholders, Corporation. (iic) by the Board by a majority vote of a quorum consisting of directors who are not parties to such Proceeding, (iii) if such a quorum so orders, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion, or (iv) in the event such a quorum is not obtainable, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion. Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification under this Agreement upon submission of a request for indemnification pursuant to this Section 3, and the Company Corporation shall have the burden of proof in overcoming that presumption in reaching a determination contrary to overcome that presumption. Such presumption shall be used as a basis for a determination of entitlement to indemnification unless the Corporation overcomes such presumption by clear and convincing evidence in reaching any contrary determinationevidence. (c) Notwithstanding a determination under Paragraph 6(b) hereof that Indemnitee is not entitled to indemnification with respect to any specific Proceeding, Indemnitee shall have the right to apply to any court of competent jurisdiction in the State of Nevada for the purpose of enforcing Indemnitee’s right to indemnification pursuant to this Agreement, which determination shall be made de novo, and Indemnitee shall not be prejudiced by reason of a determination under Paragraph 6(b) hereof that he or she is not entitled to indemnification. The burden of proving that indemnification or advances are not appropriate shall be on the Company. Neither the failure of the Company (including the Board, the Company’s stockholders, or Independent Legal Counsel) to have made a determination prior to the commencement of such action that indemnification or advances are proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including the Board, the Company’s stockholders, or Independent Legal Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create any presumption that Indemnitee has not met the applicable standard of conduct. (d) If an initial determination that Indemnitee is entitled to indemnification is made or deemed to have been made pursuant to the terms of this Agreement, the Company shall be bound by such determination, to the extent not prohibited by the NRS in the absence of (i) a misrepresentation or omission of a material fact by Indemnitee in the request for indemnification or (ii) a specific finding (which has become final) by a court of competent jurisdiction that all or any part of such indemnification is expressly prohibited by law. (e) The Company shall indemnify Indemnitee against all Expenses incurred in connection with any hearing or proceeding under this Paragraph 6 unless a court of competent jurisdiction finds that each of the claims and/or defenses of Indemnitee in any such proceeding was frivolous or made in bad faith.

Procedure for Indemnification. (a) Promptly after receipt by Indemnitee of notice of the commencement of or the threat of commencement of any ProceedingTo obtain indemnification, Indemnitee shall, if Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company in writing of the commencement or threat of commencement thereof. The written notification shall promptly submit to the Company shall be addressed to the Board Corporation a written request, including therein or therewith such documentation and shall include documentation or information which is necessary for the determination of entitlement to indemnification and which as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Corporation shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification. Delay Any expenses incurred by Indemnitee in so notifying the Company shall not constitute a waiver or release by Indemnitee of any rights hereunder. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as cooperating shall be within borne by the Corporation (irrespective of the determination as to Indemnitee’s powerentitlement to indemnification) and the Corporation shall indemnify and hold Indemnitee harmless therefrom. (b) Any The Corporation’s determination whether to grant Indemnitee’s indemnification requested by Indemnitee under Paragraph 3 hereof request shall be made no later than 30 calendar promptly, and in any event within 60 days after following receipt of a request for indemnification pursuant to Section 5(a). The right to indemnification as granted by Section 1 of this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction if the written request of Indemnitee; provided that a determination is made Corporation denies such request, in whole or in part, or fails to respond within said 30such 60-day period period. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of costs, charges and expenses under Section 4 hereof where the required undertaking, if any, has been received by the Corporation) that Indemnitee has not met the relevant standards for indemnification standard of conduct set forth in Paragraph 3 hereof (i) by the stockholdersSection 1 hereof, (ii) by the Board by a majority vote of a quorum consisting of directors who are not parties to such Proceeding, (iii) if such a quorum so orders, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion, or (iv) in the event such a quorum is not obtainable, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion. Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have but the burden of proof to overcome that presumption proving such defense by clear and convincing evidence in reaching any contrary determination. (c) Notwithstanding a determination under Paragraph 6(b) hereof that Indemnitee is not entitled to indemnification with respect to any specific Proceeding, Indemnitee shall have the right to apply to any court of competent jurisdiction in the State of Nevada for the purpose of enforcing Indemnitee’s right to indemnification pursuant to this Agreement, which determination shall be made de novo, and Indemnitee shall not be prejudiced by reason of a determination under Paragraph 6(b) hereof that he or she is not entitled to indemnification. The burden of proving that indemnification or advances are not appropriate shall be on the CompanyCorporation. Neither the failure of the Company Corporation (including the Boardits Board of Directors or one of its committees, the Company’s its independent legal counsel, and its stockholders, or Independent Legal Counsel) to have made a determination prior to the commencement of such action that indemnification or advances are of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conductconduct set forth in Section 1 hereof, nor the fact that there has been an actual determination by the Company Corporation (including the Boardits Board of Directors or one of its committees, the Company’s its independent legal counsel, and its stockholders, or Independent Legal Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create any a presumption that Indemnitee has or has not met the applicable standard of conduct. The Indemnitee’s expenses (including attorneys’ fees) incurred in connection with successfully establishing Indemnitee’s right to indemnification, in whole or in part, in any such proceeding or otherwise shall also be indemnified by the Corporation. (c) The Indemnitee shall be presumed to be entitled to indemnification under this Agreement upon submission of a request for indemnification pursuant to this Section 5, and the Corporation shall have the burden of proof in overcoming that presumption in reaching a determination contrary to that presumption. Such presumption shall be used as a basis for a determination of entitlement to indemnification unless the Corporation overcomes such presumption by clear and convincing evidence. (d) If an initial determination it is determined that Indemnitee is entitled to indemnification is made or deemed to have been made pursuant to the terms of this Agreementindemnification, the Company payment shall be bound by such timely made after that determination, to the extent not prohibited by the NRS in the absence of (i) a misrepresentation or omission of a material fact by Indemnitee in the request for indemnification or (ii) a specific finding (which has become final) by a court of competent jurisdiction that all or any part of such indemnification is expressly prohibited by law. (e) The Company shall indemnify Indemnitee against all Expenses incurred Notwithstanding anything in connection with any hearing or proceeding this Agreement to the contrary, no determination as to entitlement to indemnification under this Paragraph 6 unless a court of competent jurisdiction finds that each Agreement shall be required to be made prior to the final disposition of the claims and/or defenses of Indemnitee in any such proceeding was frivolous action, suit or made in bad faithproceeding.

Procedure for Indemnification. (a) Promptly after receipt by Indemnitee of notice of the commencement of or the threat of commencement of any Proceeding, Indemnitee shall, if Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company in writing of the commencement or threat of commencement thereof. The written notification to the Company shall be addressed to the Board and shall include documentation or information which is necessary for the determination of entitlement to indemnification and which is reasonably available to Indemnitee. Delay in so notifying the Company shall not constitute a waiver or release by Indemnitee of any rights hereunder. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s power. (b) Any indemnification requested by Indemnitee under Paragraph 3 hereof shall be made no later than 30 calendar days after receipt of the written request of Indemnitee; provided that a determination is made within said 30-day period that Indemnitee has met the relevant standards for indemnification set forth in Paragraph 3 hereof (i) by the stockholders, (ii) by the Board by a majority vote of a quorum consisting of directors who are not parties to such Proceeding, (iii) if such a quorum so orders, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion, or (iv) in the event such a quorum is not obtainable, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion. Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification under this Agreement upon submission of a request for indemnification hereunder, and the Company shall have the burden of proof to overcome in overcoming that presumption by clear and convincing evidence in reaching any contrary determination. (c) Notwithstanding a determination under Paragraph 6(bcontrary to that presumption. Any indemnification for Resolution Amounts shall be made no later than thirty (30) hereof days following the determination of such Resolution Amounts, as evidenced by appropriate documentation (e.g., settlement agreement, court order), unless (i) a court of competent jurisdiction has determined that Indemnitee is not entitled to indemnification with respect to any specific Proceeding, Indemnitee shall have the Indemnification hereunder and no right to apply to any of further appeal from such determination exists or (b) a Proceeding is pending before a court of competent jurisdiction to determine if Indemnitee is entitled to indemnification hereunder. If following any such Proceeding, the court of competent jurisdiction determines that Indemnitee is entitled to indemnification hereunder, and no right of further appeal from such determination exists, then the Resolution Amounts shall be paid within thirty (30) days following such determination. If a claim under this Agreement, any applicable law, or any provision of the Company’s Amended and Restated Articles of Incorporation (the “Articles”) or Bylaws providing for indemnification hereunder is not paid in full by the State Company by its due date, then the Indemnitee may bring an action against the Company to recover the unpaid amount of Nevada the claim and, subject to Sections 11, the Indemnitee shall also be entitled to be paid for the purpose Expenses of enforcing bringing such action. It shall be a defense to any such action that the Indemnitee has not met the minimum standards of conduct under applicable law or this Agreement to permit indemnification to the Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company, and the Indemnitee shall be entitled to receive advance payments of Expenses pursuant to Section 2 unless and until a court of competent jurisdiction determines that Indemnitee is not entitled to indemnification., and no right of further appeal from such determination exists. It is the parties’ intention that if the Company contests an Indemnitee’s right to indemnification, the question of the Indemnitee’s right to indemnification pursuant to this Agreement, which determination shall be made de novofor the court to decide, and Indemnitee shall not be prejudiced by reason of a determination under Paragraph 6(b) hereof that he or she is not entitled to indemnification. The burden of proving that indemnification or advances are not appropriate shall be on the Company. Neither neither the failure of the Company (including the Board, any committee or subgroup of the Board, independent legal counsel, or the Company’s stockholders, or Independent Legal Counselshareholders) to have made a determination prior to the commencement of such action that indemnification or advances are of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conductconduct required by applicable law, nor an actual determination by the Company (including the Board, any committee or subgroup of the Board, independent legal counsel, or the Company’s stockholders, or Independent Legal Counselshareholders) that the Indemnitee has not met such applicable standard of conduct, shall be create a defense to the action or create any presumption that the Indemnitee has not or has not, as the case may be, met the applicable standard of conduct. (d) If an initial determination that Indemnitee is entitled to indemnification is made or deemed to have been made pursuant to the terms of this Agreement, the Company shall be bound by such determination, to the extent not prohibited by the NRS in the absence of (i) a misrepresentation or omission of a material fact by Indemnitee in the request for indemnification or (ii) a specific finding (which has become final) by a court of competent jurisdiction that all or any part of such indemnification is expressly prohibited by law. (e) The Company shall indemnify Indemnitee against all Expenses incurred in connection with any hearing or proceeding under this Paragraph 6 unless a court of competent jurisdiction finds that each of the claims and/or defenses of Indemnitee in any such proceeding was frivolous or made in bad faith.

Procedure for Indemnification. (a) Promptly after receipt by Indemnitee of notice of the commencement of or the threat of commencement of any Proceeding, Indemnitee shall, if Indemnitee believes that In order to obtain indemnification with respect thereto may be sought from the Company under pursuant to this Agreement, notify the Company in writing of the commencement or threat of commencement thereof. The written notification Indemnitee shall submit to the Company shall be addressed to the Board Corporation a written request, including in such request such documentation and shall include documentation or information which is necessary for the determination of entitlement to indemnification and which as is reasonably available to IndemniteeIndemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification or advancement of Expenses. Delay in so notifying the Company shall not constitute a waiver Any such indemnification or release by Indemnitee advancement of any rights hereunder. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s power. (b) Any indemnification requested by Indemnitee under Paragraph 3 hereof Expenses shall be made no later than promptly, and in any event within 30 calendar days after receipt by the Corporation of the written request of the Indemnitee; provided that a determination is made , unless with respect to such request the Corporation determines within said such 30-day period that such Indemnitee has met did not meet the relevant standards for indemnification applicable standard of conduct set forth in Paragraph 3 hereof this agreement. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance (ia) by the stockholders, (ii) by the Board by a majority vote of a quorum the directors of the Corporation consisting of directors persons who are not at that time parties to such Proceedingthe Proceeding ("Disinterested Directors"), whether or not a quorum, (b) by a committee of Disinterested Directors designated by majority vote of Disinterested Directors, whether or not a quorum, (c) (i) if there are no Disinterested Directors, or (ii) if Disinterested Directors so direct, or (iii) if such a quorum so ordersChange or Control has occured, by Independent Legal Counsel independent legal counsel (selected by the Company Indemnitee and approved by Indemnitee, the Corporation (such approval not to be unreasonably withheld) in a written opinion, opinion or (ivd) in by the stockholders. In the event that Indemnitee and the Corporation are unable to agree on the selection of the special independent counsel, such a quorum is not obtainable, by Independent Legal Counsel (special independent counsel shall be selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion. Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption by clear and convincing evidence in reaching any contrary determination. (c) Notwithstanding a determination under Paragraph 6(b) hereof that Indemnitee is not entitled to indemnification lot from among at least three law firms with respect to any specific Proceeding, Indemnitee shall have the right to apply to any court of competent jurisdiction offices in the State of Nevada for the purpose Delaware having more than fifty attorneys resident in such offices, having a rating of enforcing Indemnitee’s right to indemnification pursuant to this Agreement, which determination shall be made de novo, and Indemnitee shall not be prejudiced by reason of a determination under Paragraph 6(b) hereof that he “av” or she is not entitled to indemnification. The burden of proving that indemnification or advances are not appropriate shall be on the Company. Neither the failure of the Company (including the Board, the Company’s stockholders, or Independent Legal Counsel) to have made a determination prior to the commencement of such action that indemnification or advances are proper better in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including the Board, the Company’s stockholders, or Independent Legal Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create any presumption that Indemnitee has not met the applicable standard of conduct. (d) If an initial determination that Indemnitee is entitled to indemnification is made or deemed to have been made pursuant to the terms of this Agreement, the Company shall be bound by such determination, to the extent not prohibited by the NRS then current Martindale Xxxxxxx Law Directory and having attorneys which specialize in the absence of (i) a misrepresentation or omission of a material fact by Indemnitee in the request for indemnification or (ii) a specific finding (which has become final) by a court of competent jurisdiction that all or any part of such indemnification is expressly prohibited by corporate law. (e) The Company shall indemnify Indemnitee against all Expenses incurred in connection with any hearing or proceeding under this Paragraph 6 unless a court of competent jurisdiction finds that each of the claims and/or defenses of Indemnitee in any such proceeding was frivolous or made in bad faith.

Procedure for Indemnification. (a) Promptly after receipt by Indemnitee of notice of the commencement of or the threat of commencement of any ProceedingTo obtain indemnification hereunder, Indemnitee shall, if Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company in writing of the commencement or threat of commencement thereof. The written notification shall submit to the Company shall be addressed to the Board a written request, including therein or therewith such documentation and shall include documentation or information which is necessary for the determination of entitlement to indemnification and which as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification hereunder. Delay Any expenses incurred by Indemnitee in so notifying cooperating shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification with respect to the underlying Proceeding for which indemnification is being sought) and the Company shall not constitute a waiver or release by indemnify and hold Indemnitee of any rights hereunder. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s powerharmless therefrom. (b) Any The Company’s determination whether to grant Indemnitee’s indemnification requested by Indemnitee under Paragraph 3 hereof request shall be made no later than 30 calendar promptly and in any event within 60 days after following receipt of the written request of Indemnitee; provided that a determination is made within said 30-day period that Indemnitee has met the relevant standards for indemnification set forth in Paragraph 3 hereof (i) by the stockholders, (ii) by the Board by a majority vote of a quorum consisting of directors who are not parties to such Proceeding, (iii) if such a quorum so orders, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion, or (iv) in the event such a quorum is not obtainable, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion. Upon making a request for indemnification, Indemnitee indemnification pursuant to Section 5(a). The right to indemnification as granted by Section 1 of this Agreement shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption enforceable by clear and convincing evidence Indemnitee in reaching any contrary determination. (c) Notwithstanding a determination under Paragraph 6(b) hereof that Indemnitee is not entitled to indemnification with respect to any specific Proceeding, Indemnitee shall have the right to apply to any court of competent jurisdiction if the Company denies such request, in the State of Nevada whole or in part, or fails to respond within such 60-day period. It shall be a defense to any such action (other than an action brought to enforce a claim for the purpose advancement of enforcing costs, charges and expenses under Section 4 hereof where the required undertaking, if any, has been received by the Company) that Indemnitee has failed to act in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action, suit or proceeding, Indemnitee had reasonable cause to believe Indemnitee’s right to indemnification pursuant to this Agreementconduct was unlawful, which determination shall be made de novo, and Indemnitee shall not be prejudiced by reason of a determination under Paragraph 6(b) hereof that he or she is not entitled to indemnification. The but the burden of proving that indemnification or advances are not appropriate such defense, by clear and convincing evidence, shall be on the Company. Neither (i) the failure of the Company (including the Boardor its Board of Directors, the Company’s stockholdersone of its committees, or its Independent Legal CounselCounsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification or advances are of Indemnitee is proper in the circumstances because Indemnitee has met acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the applicable standard best interests of conductthe Company, or, with respect to any criminal action, suit or proceeding, Indemnitee had no reasonable cause to believe Indemnitee’s conduct was unlawful, nor (ii) the fact that there has been an actual determination by the Company (including the Boardor its Board of Directors, the Company’s one of its committees, its Independent Legal Counsel or its stockholders, or Independent Legal Counselas applicable) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create any a presumption that Indemnitee has or has not met the applicable standard of conduct. The Indemnitee’s expenses (including attorneys’ fees) incurred in connection with successfully establishing Indemnitee’s right to indemnification, in whole or in part, in any such proceeding or otherwise shall also be indemnified by the Company. (c) The Indemnitee shall be presumed to be entitled to indemnification under this Agreement upon submission of a request for indemnification pursuant to this Section 5, and the Company shall have the burden of proof in overcoming that presumption in reaching a determination contrary to that presumption. Such presumption shall be used as a basis for a determination of entitlement to indemnification unless the Company overcomes such presumption by clear and convincing evidence. (d) If an initial determination it is determined that Indemnitee is entitled to indemnification is made or deemed to have been made pursuant to the terms of this Agreementindemnification, the Company payment shall be bound by such timely made after that determination, to the extent not prohibited by the NRS in the absence of (i) a misrepresentation or omission of a material fact by Indemnitee in the request for indemnification or (ii) a specific finding (which has become final) by a court of competent jurisdiction that all or any part of such indemnification is expressly prohibited by law. (e) The Company shall indemnify Indemnitee against all Expenses incurred Notwithstanding anything in connection with any hearing or proceeding this Agreement to the contrary, no determination as to entitlement to indemnification under this Paragraph 6 unless a court Agreement shall be required to be made prior to the final disposition of competent jurisdiction finds that each of the claims and/or defenses of Indemnitee in any such proceeding was frivolous or made in bad faithProceeding.

Procedure for Indemnification. (a) Promptly after receipt by Indemnitee of receives notice of the any claim, demand, event or commencement of or a Proceeding for which Indemnitee will make a claim hereunder, including a claim for advancement of costs and expenses (any of the threat of commencement of any Proceedingforegoing, a “Covered Event”), Indemnitee shall, if Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, shall notify the Company Corporation in writing of such Covered Event in accordance with paragraph (b) of this Section; provided, however, that any failure or delay by Indemnitee to give such notification shall not relieve the commencement or threat Corporation of commencement thereof. The written notification its obligations hereunder except to the Company shall be addressed to extent, if any, that the Board and shall include documentation Corporation is prejudiced in its obligations or information which is necessary for the determination rights hereunder as a result of entitlement to indemnification and which is reasonably available to Indemnitee. Delay in so notifying the Company shall not constitute a waiver such failure or release by Indemnitee of any rights hereunder. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s powerdelay. (b) Any indemnification requested The notification required by paragraph (a) of this Section shall include copies of such documentation and other information as is reasonably available to Indemnitee under Paragraph 3 hereof shall be made no later than 30 calendar days after and reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Corporation shall, upon receipt of the written request of Indemnitee; provided that a determination is made within said 30-day period that Indemnitee has met the relevant standards for indemnification set forth in Paragraph 3 hereof (i) by the stockholders, (ii) by the Board by a majority vote of a quorum consisting of directors who are not parties to such Proceeding, (iii) if such a quorum so orders, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion, or (iv) in the event such a quorum is not obtainable, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion. Upon making a ’s request for indemnification, Indemnitee advise the Board of Directors of such request. (c) The Corporation’s determination whether to grant Indemnitee’s indemnification request shall be presumed made promptly, and in any event within 60 days following the Corporation’s receipt of Indemnitee’s written request for indemnification pursuant to be entitled paragraphs (a) and (b) of this Section. If the Corporation assumes the defense of Indemnitee in a Covered Event pursuant to Section 6, such assumption shall constitute the Corporation’s granting of Indemnitee’s request for indemnification hereunder, unless not permitted by applicable law. Indemnitee’s right to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption be enforceable by clear and convincing evidence Indemnitee in reaching any contrary determination. (c) Notwithstanding a determination under Paragraph 6(b) hereof that Indemnitee is not entitled to indemnification with respect to any specific Proceeding, Indemnitee shall have the right to apply to any court of competent jurisdiction if the Corporation denies such request, in the State of Nevada whole or in part, or fails to respond within such 60-day period. It shall be a defense to any such action by Indemnitee (other than an action for the purpose advancement of enforcing Indemnitee’s right to indemnification pursuant to this Agreementcosts and expenses under Section 7) that Indemnitee has not met the applicable Standard of Conduct, which determination shall be made de novo, and Indemnitee shall not be prejudiced by reason of a determination under Paragraph 6(b) hereof that he or she is not entitled to indemnification. The but the burden of proving that indemnification or advances are not appropriate such defense shall be on the CompanyCorporation. Neither the failure of the Company (including the Board, the Company’s stockholders, or Independent Legal Counsel) Corporation to have made a determination prior to the commencement of such action that indemnification or advances are is proper in the circumstances because Indemnitee has met the applicable standard Standard of conductConduct, nor an actual a determination by the Company (including the Board, the Company’s stockholders, or Independent Legal Counsel) Corporation that Indemnitee has not met such applicable standard Standard of conductConduct, shall be a defense to the action or create any a presumption that Indemnitee has or has not met the applicable standard Standard of conductConduct. Indemnitee’s costs and expenses (including attorneys’ fees) incurred in successfully establishing the right to indemnification, in whole or in part, shall also be indemnified by the Corporation. (d) If an initial determination that Indemnitee is shall be presumed to be entitled to indemnification is made or deemed to have been made pursuant to the terms of under this Agreement, the Company shall be bound by such determination, to the extent not prohibited by the NRS in the absence of (i) a misrepresentation or omission Agreement upon submission of a material fact by Indemnitee in the request for indemnification or (ii) in accordance with this Section, and the Corporation shall have the burden of overcoming that presumption in reaching a specific finding (which has become final) by a court of competent jurisdiction that all or any part of such indemnification is expressly prohibited by lawcontrary determination. (e) The Company shall indemnify Indemnitee against all Expenses incurred in connection with any hearing or proceeding under this Paragraph 6 unless a court of competent jurisdiction finds that each of the claims and/or defenses of Indemnitee in any such proceeding was frivolous or made in bad faith.

Procedure for Indemnification. (a) Promptly Indemnitee shall, promptly after receipt by Indemnitee of notice of the commencement of or the threat of commencement of any Proceeding, Indemnitee shall, if Indemnitee believes that indemnification Proceeding with respect thereto may be sought from the Company to which indemnification under this AgreementAgreement is being claimed, notify the Company in writing of the commencement or threat of commencement thereofCompany. The written notification to the Company shall be addressed to the Board and notice shall include documentation or information which is necessary for the determination of entitlement to indemnification and which is reasonably available to Indemnitee. Delay in so notifying the Company shall not constitute a waiver or release by Indemnitee or of any rights hereunder. In addition, Indemnitee shall give except to the extent the Company does not otherwise have notice of such information Proceedings and cooperation is prejudiced in its defense of such Proceeding as it may reasonably require and as shall be within Indemnitee’s powera result of such failure. (b) Any indemnification requested by Indemnitee under Paragraph 3 Section 2 hereof shall be made no later than 30 calendar days after receipt of the written request of Indemnitee; provided that , unless a determination is made within said 30-day period in accordance with Section 2 that Indemnitee has met is not entitled to indemnification by one of the relevant standards for indemnification set forth in Paragraph 3 hereof following methods, which shall be at the election of Indemnitee: (i) by the stockholders, (ii) by the Board by a majority vote of a quorum consisting of directors who are not parties to such Proceeding, (iii) if such a quorum so orders, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinionDisinterested Directors, or (ivii) in the event such a quorum is not obtainableobtainable or in the event of a Change in Control (other than a Change in Control that has been approved by a majority of the members of the Board who were directors immediately prior to such Change in Control), by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion. Upon making a request for If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption by clear and convincing evidence in reaching any contrary made within 30 calendar days after such determination. (c) Notwithstanding a In the event the determination under Paragraph 6(b) hereof that Indemnitee is not entitled of entitlement to indemnification with respect is to any specific Proceedingbe made by Independent Counsel pursuant to Section 5(b) above, the Independent Counsel shall be selected as provided in this Section 5(c). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall have the right to apply to any court of competent jurisdiction in the State of Nevada for the purpose of enforcing Indemnitee’s right to indemnification pursuant to this Agreement, which determination shall request that such selection be made de novoby the Board), and Indemnitee shall not be prejudiced by reason of a determination under Paragraph 6(b) hereof that he or she is not entitled give written notice to indemnification. The burden of proving that indemnification or advances are not appropriate shall be on the Company. Neither the failure Company advising it of the Company (including identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 1(n) of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 1(n) of this Agreement. In either event, Indemnitee or the Company’s stockholders, or Independent Legal Counsel) to as the case may be, may, within 10 days after such written notice of selection shall have made a determination prior been received, deliver to the commencement Company or Indemnitee, as the case may be, a written objection to such selection; provided, however, that that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of such action that indemnification or advances are proper “Independent Counsel” as defined in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including the Board, the Company’s stockholders, or Independent Legal CounselSection 1(n) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create any presumption that Indemnitee has not met the applicable standard of conduct. (d) If an initial determination that Indemnitee is entitled to indemnification is made or deemed to have been made pursuant to the terms of this Agreement, and such objection shall set forth with particularity the Company factual basis of such assertion. Absent a proper and timely objection, the person so selected shall be bound by act as Independent Counsel. If such determinationwritten objection is so made and substantiated, to the extent Independent Counsel so selected may not prohibited by the NRS in the absence of (i) a misrepresentation serve as Independent Counsel unless and until such objection is withdrawn or omission of a material fact by Indemnitee in the request for indemnification or (ii) a specific finding (which has become final) by a court of competent jurisdiction from which no appeal can be taken has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 5(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court of Chancery for resolution of any objection which shall have been made by the Company or Indemnitee, as the case may be, to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Delaware Court of Chancery, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 5(b) above. Upon the delivery of its opinion pursuant to Section 5(b), Independent Counsel shall be discharged and relieved of any part further responsibility in such capacity (subject to the applicable standards of such indemnification is expressly prohibited by law. (e) professional conduct then prevailing). The Company shall indemnify agrees to pay (a) the reasonable Expenses of the Independent Counsel and (b) all of the Expenses of Indemnitee against all Expenses incurred in connection with any hearing or proceeding under this Paragraph 6 unless a court of competent jurisdiction finds that each of Proceeding necessary to select the claims and/or defenses of Indemnitee in any such proceeding was frivolous or made in bad faithIndependent Counsel.

Procedure for Indemnification. (a) Promptly after receipt by Indemnitee of notice of the commencement of or the threat of commencement of any ProceedingTo obtain indemnification, Indemnitee shall, if Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company in writing of the commencement or threat of commencement thereof. The written notification shall promptly submit to the Company shall be addressed to the Board a written request, including therein or therewith such documentation and shall include documentation or information which is necessary for the determination of entitlement to indemnification and which as is reasonably available to IndemniteeIndemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. Delay in so notifying To the extent the Board of Directors has not previously been notified, the Company shall not constitute shall, promptly upon receipt of such a waiver or release by request for indemnification, advise the Board of Directors in writing that Indemnitee of any rights hereunder. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s powerhas requested indemnification. (b) Any The Company’s determination whether to grant Indemnitee’s indemnification requested by Indemnitee under Paragraph 3 hereof request shall be made no later than 30 calendar promptly, and in any event within 60 days after following receipt of a request for indemnification pursuant to Section 5(a). The right to indemnification as granted by Section 1 of this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction if the written request of Indemnitee; provided that a determination is made Company denies such request, in whole or in part, or fails to respond within said 30such 60-day period period. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of costs, charges and expenses under Section 4 hereof where the required undertaking, if any, has been received by the Company) that Indemnitee has not met the relevant standards for indemnification standard of conduct set forth in Paragraph 3 hereof Section 1 hereof, but the burden of proving such defense shall be on the Company. (ic) by the stockholders, (ii) by the Board by a majority vote of a quorum consisting of directors who are not parties to such Proceeding, (iii) if such a quorum so orders, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion, or (iv) in the event such a quorum is not obtainable, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion. Upon making a request for indemnification, The Indemnitee shall be presumed to be entitled to indemnification under this Agreement upon submission of a request for indemnification pursuant to this Section 5, and the Company shall have the burden of proof to overcome in overcoming that presumption by clear and convincing evidence in reaching any contrary determination. (c) Notwithstanding a determination under Paragraph 6(b) hereof contrary to that Indemnitee is not entitled presumption. Such presumption shall be used as a basis for a determination of entitlement to indemnification with respect to any specific Proceeding, Indemnitee shall have the right to apply to any court of competent jurisdiction in the State of Nevada for the purpose of enforcing Indemnitee’s right to indemnification pursuant to this Agreement, which determination shall be made de novo, and Indemnitee shall not be prejudiced by reason of a determination under Paragraph 6(b) hereof that he or she is not entitled to indemnification. The burden of proving that indemnification or advances are not appropriate shall be on the Company. Neither the failure of unless the Company (including the Board, the Company’s stockholders, or Independent Legal Counsel) to have made a determination prior to the commencement of overcomes such action that indemnification or advances are proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including the Board, the Company’s stockholders, or Independent Legal Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create any presumption that Indemnitee has not met the applicable standard of conductpresumption. (d) If an initial determination that Indemnitee is entitled to indemnification is made or deemed to have been made pursuant to the terms of this Agreement, the Company shall be bound by such determination, to the extent not prohibited by the NRS in the absence of (i) a misrepresentation or omission of a material fact by Indemnitee in the request for indemnification or (ii) a specific finding (which has become final) by a court of competent jurisdiction that all or any part of such indemnification is expressly prohibited by law. (e) The Company shall indemnify Indemnitee against all Expenses incurred in connection with any hearing or proceeding under this Paragraph 6 unless a court of competent jurisdiction finds that each of the claims and/or defenses of Indemnitee in any such proceeding was frivolous or made in bad faith.

Procedure for Indemnification. (a) Promptly after receipt by Indemnitee of notice of the commencement of or the threat of commencement of any ProceedingTo obtain indemnification, Indemnitee shall, if Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company in writing of the commencement or threat of commencement thereof. The written notification shall promptly submit to the Company shall be addressed to the Board Corporation a written request, including therein or therewith such documentation and shall include documentation or information which is necessary for the determination of entitlement to indemnification and which as is reasonably available to IndemniteeIndemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. Delay The Corporation shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in so notifying the Company shall not constitute a waiver or release by writing that Indemnitee of any rights hereunder. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s powerhas requested indemnification. (b) Any The Corporation’s determination whether to grant Indemnitee’s indemnification requested by Indemnitee under Paragraph 3 hereof request shall be made no later than 30 calendar promptly, and in any event within sixty (60) days after following receipt of the written request of Indemnitee; provided that a determination is made within said 30-day period that Indemnitee has met the relevant standards for indemnification set forth in Paragraph 3 hereof (i) by the stockholders, (ii) by the Board by a majority vote of a quorum consisting of directors who are not parties to such Proceeding, (iii) if such a quorum so orders, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion, or (iv) in the event such a quorum is not obtainable, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion. Upon making a request for indemnification, Indemnitee shall be presumed indemnification pursuant to be entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption by clear and convincing evidence in reaching any contrary determinationSection 4(a). (c) Notwithstanding the foregoing, (i) the obligations of the Corporation under Sections 1 and 2 shall be subject to the condition that the Reviewing Party (as defined below) shall not have determined (in a determination under Paragraph 6(bwritten opinion, in any case in which the independent legal counsel serves as the Reviewing Party) hereof that applicable law prohibits the Corporation from indemnifying the Indemnitee, and (ii) the obligation of the Corporation to advance the expenses of Indemnitee is not pursuant to Section 3 shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that applicable law prohibits the Corporation from indemnifying the Indemnitee, the Corporation shall be entitled to indemnification with respect be reimbursed by Indemnitee (who hereby agrees to any specific Proceedingreimburse the Corporation) for all such amounts advanced; provided, however, that if Indemnitee shall have the right to apply to any has commenced legal proceedings in a court of competent jurisdiction in the State of Nevada for the purpose of enforcing Indemnitee’s right to indemnification pursuant to this AgreementSection 5 to secure a determination that Indemnitee should be indemnified under applicable law, which any determination made by the Reviewing Party that applicable law prohibits indemnification shall not be made de novo, binding and Indemnitee shall not be prejudiced by reason required to reimburse the Corporation for any advance of expenses until a final judicial determination under Paragraph 6(bis made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse the Corporation for advances of expenses pursuant to this Section 4(c) hereof that he or she is not entitled to indemnificationshall be unsecured and no interest shall be charged thereon. The burden of proving that indemnification or advances are not appropriate Reviewing Party shall be on the Company. Neither the failure of the Company (including selected by the Board, unless there has been a Change in Control, other than a Change in Control that has been approved by a majority of the Company’s stockholders, or Independent Legal Counsel) to have made a determination Board who were directors immediately prior to such Change in Control, in which case the commencement of such action that indemnification or advances are proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including the Board, the Company’s stockholders, or Independent Legal Counsel) that Indemnitee has not met such applicable standard of conduct, Reviewing Party shall be independent legal counsel. “Reviewing Party” means any appropriate person or body consisting of either (x) a defense member or members of the Board who are not a party to the action or create any presumption that Indemnitee has not met the applicable standard of conduct. (d) If an initial determination that particular proceeding with respect to which Indemnitee is entitled to indemnification is made or deemed to have been made pursuant to the terms of this Agreement, the Company shall be bound by such determination, to the extent not prohibited by the NRS in the absence of (i) a misrepresentation or omission of a material fact by Indemnitee in the request for seeking indemnification or (iiy) a specific finding (which has become final) by a court of competent jurisdiction that all or any part of such indemnification is expressly prohibited by lawindependent legal counsel. (e) The Company shall indemnify Indemnitee against all Expenses incurred in connection with any hearing or proceeding under this Paragraph 6 unless a court of competent jurisdiction finds that each of the claims and/or defenses of Indemnitee in any such proceeding was frivolous or made in bad faith.

Procedure for Indemnification. (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any Proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from for the Company under this Agreement, notify the Company in writing of the commencement or threat of commencement thereof. The written notification to the Company shall be addressed to the Board and notice shall include documentation or information which is necessary for the determination of entitlement to indemnification and which is reasonably available to the Indemnitee. Delay in so notifying the Company shall not constitute a waiver or release by Indemnitee or of any rights hereunder. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s power. (b) Any indemnification requested by the Indemnitee under Paragraph 3 hereof shall be made no later than 30 sixty (60) calendar days after receipt of the written request of Indemnitee; provided that , unless a determination is made within said 30-sixty (60) day period that Indemnitee has met the relevant standards for indemnification set forth in accordance with Paragraph 3 hereof that the Indemnitee is not entitled to indemnification (i) by the stockholders, (ii) by Board of Directors of the Board Company by a majority vote of a quorum thereof consisting of directors who are not parties to such ProceedingProceedings, or (iiiii) if in the event such a quorum so ordersis not obtainable, at the election of the Company, either by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion, by the stockholders or (iv) in the event such by a quorum panel of arbitrators, one of whom is not obtainable, by Independent Legal Counsel (selected by the Company Company, another of whom is selected by the Indemnitee and approved the last of whom is selected by Indemniteethe first two arbitrators so selected, such approval that the Indemnitee has not to be unreasonably withheld) met the relevant standards for indemnification set forth in a written opinionParagraph 3 hereof. Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption by clear and convincing evidence in reaching any contrary determination. (c) Notwithstanding a determination under Paragraph 6(b5(b) hereof above that the Indemnitee is not entitled to indemnification with respect to any specific Proceeding, the Indemnitee shall have the right to apply to any court of competent jurisdiction in the State of Nevada for the purpose of enforcing the Indemnitee’s 's right to indemnification pursuant to this Agreement, which determination shall be made de novo, novo and the Indemnitee shall not be prejudiced by reason of a determination under Paragraph 6(b) hereof that he or she is not entitled to indemnification. The burden of proving that indemnification or advances are not appropriate shall be on the Company. Neither the failure of the Company (including the Boardits Board of Directors, the Company’s its stockholders, or Independent Legal CounselCounsel or the panel of arbitrators) to have made a determination prior to the commencement of such action that indemnification or advances are proper in the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including the Boardits Board of Directors, the Company’s its stockholders, or Independent Legal CounselCounsel or the panel of arbitrators) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create any presumption that the Indemnitee has not met the applicable standard of conduct. (d) If an initial determination that Indemnitee is entitled to indemnification is made or deemed to have been made pursuant to the terms of this AgreementAgreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination, to the extent not prohibited by the NRS determination in the absence of (i) a misrepresentation or omission of a material fact by Indemnitee in the request for indemnification or (ii) a specific finding (which has become final) by a court of competent jurisdiction that all or any part of such indemnification is expressly prohibited by law. (e) The Company shall indemnify the Indemnitee against all Expenses incurred in connection with any hearing or proceeding under this Paragraph 6 5 unless a court of competent jurisdiction finds that each of the claims and/or defenses of the Indemnitee in any such proceeding was frivolous or made in bad faith.

Procedure for Indemnification. (a) Promptly after receipt by Indemnitee of notice of the commencement of or the threat of commencement of any Proceeding, Indemnitee shall, if Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company in writing of the commencement or threat of commencement thereof. The written notification to the Company shall be addressed to the Board of Directors and shall include documentation or information which is necessary for the determination of entitlement to indemnification and which is reasonably available to Indemnitee. Delay in so notifying the Company shall not constitute a waiver or release by Indemnitee or of any rights hereunder. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s 's power. (b) Any indemnification requested by Indemnitee under Paragraph 3 hereof shall be made no later than 30 60 calendar days after receipt of the written request of Indemnitee; provided that , unless a determination is made within said 3060-day period that Indemnitee has not met the relevant standards for indemnification set forth in Paragraph 3 hereof (i) by the stockholdersshareholders, (ii) by the Board of Directors of the Company by a majority vote of a quorum consisting of directors who are not parties to such Proceeding, (iii) if such a quorum majority of the Board of Directors so orders, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion, opinion or (iv) in the event such a quorum majority of the Board of Directors is not obtainable, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion. Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption by clear and convincing evidence in reaching any contrary determination. (c) Notwithstanding a determination under Paragraph 6(b) hereof above that Indemnitee is not entitled to indemnification with respect to any specific Proceeding, Indemnitee shall have the right to apply to any court of competent jurisdiction in the State of Nevada for the purpose of enforcing Indemnitee’s 's right to indemnification pursuant to this Agreement, which determination shall be made de novo, novo and Indemnitee shall not be prejudiced by reason of a determination under Paragraph 6(b) hereof that he or she is not entitled to indemnification. The To the maximum extent allowed by applicable law, the burden of proving that indemnification or advances are not appropriate shall be on the Company. Neither To the maximum extent allowed by applicable law, neither the failure of the Company (including the Boardits Board of Directors, the Company’s stockholdersits shareholders, or Independent Legal Counsel) to have made a determination prior to the commencement of such action that indemnification or advances are proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including the Boardits Board of Directors, the Company’s stockholdersits shareholders, or Independent Legal Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create any presumption that Indemnitee has not met the applicable standard of conduct. (d) If an initial determination that Indemnitee is entitled to indemnification is made or deemed to have been made pursuant to the terms of this AgreementAgreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination, to the extent not prohibited by the NRS determination in the absence of (i) a misrepresentation or omission of a material fact by Indemnitee in the request for indemnification or (ii) a specific finding (which has become final) by a court of competent jurisdiction that all or any part of such indemnification is expressly prohibited by law. (e) The To the maximum extent permitted by applicable law, the Company shall indemnify Indemnitee against all Expenses incurred in connection with any hearing or proceeding under this Paragraph 6 unless a court of competent jurisdiction finds that each of the claims and/or defenses of Indemnitee in any such proceeding was frivolous or made in bad faith.

Procedure for Indemnification. (a) Promptly after receipt by Indemnitee of notice of the commencement of or the threat of commencement of any ProceedingTo obtain indemnification, Indemnitee shall, if Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company in writing of the commencement or threat of commencement thereof. The written notification shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and as is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding. The Company shall, as soon as reasonably practicable after receipt of such a request for indemnification, advise the board of directors that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be addressed made in the specific case (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board and Company’s board of directors, a copy of which shall include be delivered to Indemnitee or (ii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Company’s board of directors, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Company’s board of directors, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Company’s board of directors, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Company’s board of directors, by the stockholders of the Company. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary for to such determination. Any costs or expenses (including attorneys’ fees and disbursements) reasonably incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company, to the extent permitted by applicable law. (c) In the event the determination of entitlement to indemnification and which is reasonably available to Indemniteebe made by Independent Counsel pursuant to Section 9(b), the Independent Counsel shall be selected as provided in this Section 9(c). Delay If a Change in so notifying the Company Control shall not constitute a waiver or release by Indemnitee of any rights hereunder. In additionhave occurred, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as Independent Counsel shall be within Indemnitee’s power. (b) Any indemnification requested by Indemnitee under Paragraph 3 hereof shall be made no later than 30 calendar days after receipt of the written request of Indemnitee; provided that a determination is made within said 30-day period that Indemnitee has met the relevant standards for indemnification set forth in Paragraph 3 hereof (i) by the stockholders, (ii) by the Board by a majority vote of a quorum consisting of directors who are not parties to such Proceeding, (iii) if such a quorum so orders, by Independent Legal Counsel (selected by the Company and approved by IndemniteeCompany’s board of directors, such approval not to be unreasonably withheld) in a written opinion, or (iv) in the event such a quorum is not obtainable, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion. Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the burden of proof to overcome that presumption Independent Counsel shall be selected by clear and convincing evidence in reaching any contrary determination. Indemnitee (c) Notwithstanding a determination under Paragraph 6(b) hereof that Indemnitee is not entitled to indemnification with respect to any specific Proceeding, unless Indemnitee shall have the right to apply to any court of competent jurisdiction in the State of Nevada for the purpose of enforcing Indemnitee’s right to indemnification pursuant to this Agreement, which determination shall request that such selection be made de novoby the Company’s board of directors, in which event the preceding sentence shall apply), and Indemnitee shall not give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be prejudiced by reason of a determination under Paragraph 6(b) hereof that he or she is not entitled to indemnification. The burden of proving that indemnification or advances are not appropriate shall be asserted only on the Company. Neither ground that the failure Independent Counsel so selected does not meet the requirements of the Company (including the Board, the Company’s stockholders, or “Independent Legal Counsel) to have made a determination prior to the commencement of such action that indemnification or advances are proper ” as defined in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including the Board, the Company’s stockholders, or Independent Legal Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create any presumption that Indemnitee has not met the applicable standard of conduct. (d) If an initial determination that Indemnitee is entitled to indemnification is made or deemed to have been made pursuant to the terms Section 1 of this Agreement, and the Company objection shall be bound by set forth with particularity the factual basis of such determinationassertion. Absent a proper and timely objection, to the extent person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not prohibited by serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after the NRS in the absence later of (i) a misrepresentation or omission submission by Indemnitee of a material fact by Indemnitee in the written request for indemnification or pursuant to Section 9(a) hereof and (ii) a specific finding (which has become final) by the final disposition of the Proceeding, the parties have not agreed upon an Independent Counsel, either the Company or Indemnitee may petition a court of competent jurisdiction that for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or any part of such indemnification is expressly prohibited by law. (e) The Company the person so appointed shall indemnify Indemnitee against all Expenses incurred in connection with any hearing or proceeding under this Paragraph 6 unless a court of competent jurisdiction finds that each of the claims and/or defenses of Indemnitee in any such proceeding was frivolous or made in bad faith.act as Independent Counsel under

Procedure for Indemnification. (a) Promptly after receipt by Indemnitee In order to obtain indemnification or advancement of notice of the commencement of or the threat of commencement of any Proceeding, Indemnitee shall, if Indemnitee believes that indemnification with respect thereto may be sought from the Company under Expenses pursuant to this Agreement, notify the Company in writing of the commencement or threat of commencement thereof. The written notification Indemnitee shall submit to the Company shall be addressed to the Board Corporation a written request, including in such request such documentation and shall include documentation or information which is necessary for the determination of entitlement to indemnification and which as is reasonably available to IndemniteeIndemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification or advancement of Expenses. Delay In the case of a request for Expense advancement pursuant to Section 5, Indemnitee also shall submit to the Corporation the documents required under Section 5(b). The Secretary of the Corporation shall, promptly upon receipt of such a request for indemnification, advise the Board in so notifying writing that Indemnitee has requested indemnification. Notwithstanding the Company foregoing, any failure of Indemnitee to provide such a request to the Corporation, or to provide such a request in a timely fashion, shall not constitute a waiver or release by Indemnitee relieve the Corporation of any rights hereunder. In addition, Indemnitee shall give the Company such information and cooperation as liability that it may reasonably require have to Indemnitee unless, and as shall be within Indemnitee’s powerto the extent that, such failure actually and materially prejudices the interests of the Corporation. (b) Any such indemnification requested by Indemnitee under Paragraph 3 hereof or advancement of Expenses shall be made no later than 30 calendar promptly, and in any event within sixty (60) days after receipt by the Corporation of the written request of Indemnitee; provided that , upon a determination is made of the Board within said 30-day such sixty (60)-day period that Indemnitee has met such indemnification or advancement of Expenses is required hereunder. Such determination shall be made in each instance (at the relevant standards for indemnification set forth in Paragraph 3 hereof Board’s election): (i) by a majority vote of the stockholdersDisinterested Directors, even if the Disinterested Directors constitute less than a quorum of the Board; (ii) by a majority vote of a committee of two or more Disinterested Directors that is designated by a majority vote of the Disinterested Directors, even if the Disinterested Directors constitute less than a quorum of the Board; (iii) by Independent Counsel, in a written opinion to the Board (a copy of which shall be provided to Indemnitee), appointed by (x) a majority vote of the Disinterested Directors, even if the Disinterested Directors constitute less than a quorum of the Board, (y) a majority vote of a committee of two or more Disinterested Directors that is designated by a majority vote of the Disinterested Directors, even if the Disinterested Directors constitute less than a quorum of the Board, or (z) if no Disinterested Directors exist, a majority vote of the full Board; or (iv) by a majority vote of a quorum consisting of directors who the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders that are not at that time parties to such the Proceeding; provided, (iii) if such that following a quorum so orders, by Independent Legal Counsel (selected by the Company and approved by IndemniteeChange in Control, such approval not to be unreasonably withheld) in a written opinion, or (iv) in the event such a quorum is not obtainable, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion. Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption by clear and convincing evidence in reaching any contrary determination. (c) Notwithstanding a determination under Paragraph 6(b) hereof that Indemnitee is not entitled to indemnification with respect to any specific Proceeding, Indemnitee shall have the right to apply to any court of competent jurisdiction in the State of Nevada for the purpose of enforcing Indemnitee’s right to indemnification pursuant to this Agreement, which determination shall be made de novo, and Indemnitee shall not be prejudiced by reason of a determination under Paragraph 6(b) hereof that he or she is not entitled to indemnificationIndependent Counsel selected in accordance with Section 8(b)(iii). The burden Company shall provide Indemnitee with written notice of proving any appointment of Independent Counsel pursuant to Section 8(b)(iii) promptly following such appointment. Following a Change in Control, Indemnitee may, within 10 days after such written notice of appointment shall have been given, deliver to the Company a written objection to such appointment; provided, however, that indemnification or advances are not appropriate shall such objection may be asserted only on the Company. Neither ground that the failure Independent Counsel so selected does not meet the requirements of the Company (including the Board, the Company’s stockholders, or “Independent Legal Counsel) to have made a determination prior to the commencement of such action that indemnification or advances are proper ” as defined in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including the Board, the Company’s stockholders, or Independent Legal Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create any presumption that Indemnitee has not met the applicable standard of conduct. (d) If an initial determination that Indemnitee is entitled to indemnification is made or deemed to have been made pursuant to the terms of this Agreement, and the Company objection shall be bound by set forth with particularity the factual basis of such determinationassertion. If a written objection is properly and timely made and substantiated, to (x) the extent Independent Counsel so selected may not prohibited by the NRS in the absence of (i) a misrepresentation serve as Independent Counsel unless and until such objection is withdrawn or omission of a material fact by Indemnitee in the request for indemnification or (ii) a specific finding (which has become final) by a court of competent jurisdiction has determined that all or any part such objection is without merit, and (y) the Company may, at its option, select an alternative Independent Counsel in accordance with Section 8(b)(iii) and give written notice to Indemnitee advising Indemnitee of such indemnification is expressly prohibited by law. (e) The Company shall indemnify Indemnitee against all Expenses incurred selection, in connection with any hearing or proceeding under this Paragraph 6 unless a court of competent jurisdiction finds that each which case the provisions of the claims and/or defenses two immediately preceding sentences and clause (x) of Indemnitee in any this sentence shall apply to such proceeding was frivolous or made in bad faithsubsequent selection and notice. The provisions of clause (y) of the immediately preceding sentence shall apply to successive alternative selections.

Procedure for Indemnification. (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any Proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company in writing of the commencement or threat of commencement thereof. The written notification to the Company shall be addressed to the Board and notice shall include documentation or information which is necessary for the determination of entitlement to indemnification and which is reasonably available to the Indemnitee. Delay in so notifying the Company shall not constitute a waiver or release by Indemnitee of any rights hereunder. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s power. (b) Any indemnification requested by the Indemnitee under Paragraph 3 hereof shall be made no later than 30 calendar sixty (60) days after receipt of the written request of Indemnitee; provided that , unless a determination is made within said 30-sixty (60) day period that Indemnitee has met the relevant standards for indemnification set forth in Paragraph 3 hereof (i) by the stockholders, (ii) by the Board of Directors by a majority vote of a quorum thereof consisting of directors who are not parties to such Proceeding, (iii) if such a quorum so orders, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinionProceedings, or (ivii) in the event such a quorum is not obtainable, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) independent legal counsel in a written opinion, that the Indemnitee has not met the relevant standards for indemnification set forth in Paragraph 3. Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption by clear and convincing evidence in reaching any contrary determination. (c) Notwithstanding a determination under Paragraph 6(b4(b) hereof above that the Indemnitee is not entitled to indemnification with respect to any specific Proceeding, the Indemnitee shall have the right to apply to any court of competent jurisdiction in the State of Nevada California for the purpose of enforcing the Indemnitee’s right to indemnification pursuant to this Agreement, which determination shall be made de novo, novo and the Indemnitee shall not be prejudiced by reason of a determination under Paragraph 6(b) hereof that he or she is not entitled to indemnification. The burden of proving that indemnification or advances are is not appropriate shall be on the CompanyCompany by presenting clear and convincing evidence in support of this contention. Neither the failure of the Company (including the Board, the Company’s stockholders, or Independent Legal Counsel) to have made a determination prior to the commencement of such action that indemnification or advances are is proper in the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including that the Board, the Company’s stockholders, or Independent Legal Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to of the action or create any presumption that the Indemnitee has not met the applicable standard of conduct. (d) If an initial determination that Indemnitee is entitled to indemnification is made or deemed to have been made pursuant to the terms of this AgreementAgreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination, to the extent not prohibited by the NRS determination in the absence of (i) a misrepresentation or omission of a material fact by Indemnitee in the request for indemnification or (ii) a specific finding (which has become final) final by a court of competent jurisdiction jurisdiction) that all or any part of such indemnification is expressly prohibited by law. (e) The Company shall indemnify the Indemnitee against all Expenses incurred in connection with any hearing or proceeding under this Paragraph 6 4 unless a court of competent jurisdiction finds that each of the claims and/or defenses of the Indemnitee in any such proceeding was frivolous or made in bad faith.

Procedure for Indemnification. (a) Promptly after receipt by Indemnitee of notice of the commencement of or the threat of commencement of any ProceedingTo obtain indemnification, Indemnitee shall, if Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company in writing of the commencement or threat of commencement thereof. The written notification shall promptly submit to the Company shall be addressed to the Board Corporation a written request, including therein or therewith such documentation and shall include documentation or information which is necessary for the determination of entitlement to indemnification and which as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Corporation shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification. Delay Any expenses incurred by Indemnitee in so notifying the Company shall not constitute a waiver or release by Indemnitee of any rights hereunder. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as cooperating shall be within borne by the Corporation (irrespective of the determination as to Indemnitee’s powerentitlement to indemnification) and the Corporation shall indemnify and hold Indemnitee harmless therefrom. (b) Any The Corporation’s determination whether to grant Indemnitee’s indemnification requested by Indemnitee under Paragraph 3 hereof request shall be made no later than 30 calendar promptly, and in any event within 60 days after following receipt of a request for indemnification pursuant to Section 5(a). The right to indemnification as granted by Section 1 of this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction if the written request of Indemnitee; provided that a determination is made Corporation denies such request, in whole or in part, or fails to respond within said 30such 60-day period period. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of costs, charges and expenses under Section 4 hereof where the required undertaking, if any, has been received by the Corporation) that Indemnitee has not met the relevant standards for indemnification standard of conduct set forth in Paragraph 3 hereof (i) by the stockholdersSection 1 hereof, (ii) by the Board by a majority vote of a quorum consisting of directors who are not parties to such Proceeding, (iii) if such a quorum so orders, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion, or (iv) in the event such a quorum is not obtainable, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion. Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have but the burden of proof to overcome that presumption proving such defense by clear and convincing evidence in reaching any contrary determination. (c) Notwithstanding a determination under Paragraph 6(b) hereof that Indemnitee is not entitled to indemnification with respect to any specific Proceeding, Indemnitee shall have the right to apply to any court of competent jurisdiction in the State of Nevada for the purpose of enforcing Indemnitee’s right to indemnification pursuant to this Agreement, which determination shall be made de novo, and Indemnitee shall not be prejudiced by reason of a determination under Paragraph 6(b) hereof that he or she is not entitled to indemnification. The burden of proving that indemnification or advances are not appropriate shall be on the CompanyCorporation. Neither the failure of the Company Corporation (including the Boardits Board of Directors or one of its committees, the Company’s stockholders, or its Independent Legal Counsel, and its stockholders) to have made a determination prior to the commencement of such action that indemnification or advances are of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conductconduct set forth in Section 1 hereof, nor the fact that there has been an actual determination by the Company Corporation (including the Boardits Board of Directors or one of its committees, the Company’s stockholders, or its Independent Legal Counsel, and its stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create any a presumption that Indemnitee has or has not met the applicable standard of conduct. The Indemnitee’s expenses (including attorneys’ fees) incurred in connection with successfully establishing Indemnitee’s right to indemnification, in whole or in part, in any such proceeding or otherwise shall also be indemnified by the Corporation. (c) The Indemnitee shall be presumed to be entitled to indemnification under this Agreement upon submission of a request for indemnification pursuant to this Section 5, and the Corporation shall have the burden of proof in overcoming that presumption in reaching a determination contrary to that presumption. Such presumption shall be used as a basis for a determination of entitlement to indemnification unless the Corporation overcomes such presumption by clear and convincing evidence. (d) If an initial determination it is determined that Indemnitee is entitled to indemnification is made or deemed to have been made pursuant to the terms of this Agreementindemnification, the Company payment shall be bound by such timely made after that determination, to the extent not prohibited by the NRS in the absence of (i) a misrepresentation or omission of a material fact by Indemnitee in the request for indemnification or (ii) a specific finding (which has become final) by a court of competent jurisdiction that all or any part of such indemnification is expressly prohibited by law. (e) The Company shall indemnify Indemnitee against all Expenses incurred Notwithstanding anything in connection with any hearing or proceeding this Agreement to the contrary, no determination as to entitlement to indemnification under this Paragraph 6 unless Agreement shall be required to be made prior to a court of competent jurisdiction finds that each of judgment or pending settlement in the claims and/or defenses of Indemnitee in any such proceeding was frivolous action, suit or made in bad faithproceeding.

Procedure for Indemnification. (a) Promptly after receipt by Indemnitee of notice of the commencement of or the threat of commencement of any Proceeding, Indemnitee shall, if Indemnitee believes that In order to obtain indemnification with respect thereto may be sought from the Company under this Agreement, notify the Indemnitee shall, anytime following Indemnitee’s submission of an Indemnitee Statement to the Company, and consistent with the time period of this Agreement as set forth in Section 5 of this Agreement, submit to the Company a written request for indemnification pursuant to this Section 3(a). No determination of Indemnitee’s entitlement to indemnification shall be made until such written request for a determination is submitted by Indemnitee to the Company pursuant to this Section 3(a). (b) No written request for indemnification or determination of Indemnitee’s entitlement to indemnification shall be required in order to obtain advancement of Expenses pursuant to Section 2(c). (c) The failure to submit a written request to the Company will relieve the Company of its indemnification obligations under this Agreement only to the extent the Company can establish that such failure to make a written request resulted in actual material prejudice to it, and the failure to make a written request will not relieve the Company from any liability which it may have to indemnify the Indemnitee otherwise than under this Agreement. (d) The Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors of the Company in writing of that the commencement or threat of commencement thereof. Indemnitee has requested indemnification. (e) The written notification Indemnitee shall cooperate with the Reviewing Party making such determination with respect to the Company shall be addressed Indemnitee’s entitlement to the Board and shall include indemnification, including providing to such Reviewing Party upon request any documentation or information which is necessary for the determination of entitlement to indemnification not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee. Delay in so notifying the Company shall not constitute a waiver or release by Indemnitee of any rights hereunder. In addition, Indemnitee shall give the Company and reasonably necessary to such information and cooperation as it may reasonably require and as shall be within Indemnitee’s powerdetermination. (bf) Any indemnification requested costs or expenses (including attorneys’ fees and disbursements) incurred by the Indemnitee under Paragraph 3 hereof in so cooperating with the Reviewing Party, as the case may be, making such determination shall be made no later than 30 calendar days after receipt of the written request of Indemnitee; provided that a determination is made within said 30-day period that Indemnitee has met the relevant standards for indemnification set forth in Paragraph 3 hereof (i) by the stockholders, (ii) by the Board by a majority vote of a quorum consisting of directors who are not parties to such Proceeding, (iii) if such a quorum so orders, by Independent Legal Counsel (selected advanced and borne by the Company (where the Indemnitee executes and approved by Indemnitee, such approval not delivers to be unreasonably withheld) in a written opinion, or (iv) in the event such a quorum is not obtainable, by Independent Legal Counsel (selected by the Company the Indemnitee Statement) irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and approved by Indemnitee, such approval not the Company should be obligated to be unreasonably withheldindemnify and hold the Indemnitee harmless therefrom. (g) in a written opinion. Upon In making a request for indemnificationdetermination with respect to Indemnitee’s entitlement to indemnification hereunder, the Reviewing Party making such determination shall presume that the Indemnitee shall be presumed to be is entitled to indemnification under this Agreement if the Indemnitee has submitted an Indemnitee Statement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by clear and convincing evidence in reaching any person, persons or entity of any determination contrary determination. (c) Notwithstanding a determination under Paragraph 6(b) hereof to that Indemnitee is not entitled to indemnification with respect to any specific Proceeding, Indemnitee shall have the right to apply to any court of competent jurisdiction in the State of Nevada for the purpose of enforcing Indemnitee’s right to indemnification pursuant to this Agreement, which determination shall be made de novo, and Indemnitee shall not be prejudiced by reason of a determination under Paragraph 6(b) hereof that he or she is not entitled to indemnification. The burden of proving that indemnification or advances are not appropriate shall be on the Companypresumption. Neither the failure of the Company (including the Board, the Company’s stockholders, by its Board of Directors) or Independent of Special Legal Counsel) Counsel to have made a determination prior to the commencement of such action any judicial proceeding or arbitration pursuant to this Agreement that indemnification or advances are is proper in the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its Board of Directors) or by Special Legal Counsel that the Board, the Company’s stockholders, or Independent Legal Counsel) that Indemnitee has not met such applicable standard of conduct, shall be create a defense to the action or create any presumption that the Indemnitee has not met the applicable standard of conduct. (dh) If an initial the Reviewing Party shall not have made a determination that Indemnitee is entitled within sixty (60) days after receipt by the Company of the Indemnitee’s written request for indemnification pursuant to Section 3(a) of this Agreement, the requisite determination of entitlement to indemnification is made or shall be deemed to have been made pursuant to and the terms of this Agreement, the Company Indemnitee shall be bound by entitled to such determinationindemnification, to the extent not prohibited by the NRS in the absence of absent (i) a misrepresentation failure by the Indemnitee to comply with Section 3(e) hereof, (ii) a misstatement by the Indemnitee of a material fact, or an omission of a material fact by Indemnitee necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification indemnification, or (iiiii) a specific finding (which has become final) by a court of competent jurisdiction that all or any part prohibition of such indemnification is expressly prohibited by under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the Special Legal Counsel making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto. (ei) The Company 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 indemnify not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee against all Expenses incurred to indemnification or create a presumption that the Indemnitee did not meet any particular standard of conduct required pursuant to this Agreement. (j) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in connection with good faith if the Indemnitee’s action or failure to act is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to the Indemnitee by the officers, employees or committees of the board of directors of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected by the Enterprise. The provisions of this Section 3(j) shall not be deemed to be exclusive or to limit in any hearing way the other circumstances in which the Indemnitee may be deemed or proceeding found to have met the applicable standard of conduct set forth in this Agreement. (k) The knowledge and/or actions, or failure to act, of any other director, partner, managing member, officer, agent, employee or trustee of the Enterprise shall not be imputed to the Indemnitee for purposes of determining his right to indemnification under this Paragraph 6 unless a court of competent jurisdiction finds that each of the claims and/or defenses of Indemnitee in any such proceeding was frivolous or made in bad faithAgreement.

Procedure for Indemnification. (a) Promptly after receipt by Indemnitee of notice evidence of the commencement of or the threat of commencement of any Proceeding, including the service upon or receipt by Indemnitee shallof any summons, if Indemnitee believes that citation, complaint, indictment, information or other document relating to any matter, whether civil, criminal, administrative, or investigative, which might give rise to a right of indemnification with respect thereto may be sought from the Company under this Agreement, Indemnitee shall promptly notify the Company in writing of the commencement or threat of commencement thereof. The written notification to the Company shall be addressed to the Board and notice shall include documentation or information which is necessary for the determination of entitlement to indemnification and which is reasonably available to Indemnitee. Delay in The failure or delay to so notifying notify the Company shall not constitute a waiver or release by Indemnitee of any rights hereunder. In addition, Indemnitee shall give hereunder and will not relieve the Company such information and cooperation as from any liability that it may reasonably require have to Indemnitee if such failure or delay does not prejudice the Company’s rights. If such failure or delay does prejudice the Company’s rights, the Company will be relieved from liability only to the extent of such prejudice and as shall be within Indemnitee’s powersuch failure or delay will not relieve the Corporation from any liability that it may have to Indemnitee otherwise under this Agreement. (b) Any indemnification requested by Indemnitee under Paragraph Section 3 hereof shall be made no later than 30 60 calendar days after receipt of the written request of Indemnitee; provided that , unless a determination is made within said 3060-day period in accordance with Section 3 that Indemnitee has met the relevant standards for is not entitled to indemnification set forth in Paragraph 3 hereof (i) by the stockholders, (ii) by Board of Directors of the Board Company by a majority vote of a quorum thereof consisting of directors who are not parties to such ProceedingProceedings, or (iiiii) if in the event such a quorum so ordersis not obtainable, at the election of the Company, either by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion, by the stockholders or (iv) in the event such by a quorum panel of arbitrators, one of whom is not obtainable, by Independent Legal Counsel (selected by the Company Company, another of whom is selected by Indemnitee and approved the last of whom is selected by Indemniteethe first two arbitrators so selected, such approval that Indemnitee has not to be unreasonably withheld) met the relevant standards for indemnification set forth in a written opinionSection 3 hereof. Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption by clear and convincing evidence in reaching any contrary determination. (c) Notwithstanding a determination under Paragraph 6(bSection 5(b) hereof above that Indemnitee is not entitled to indemnification with respect to any specific Proceeding, Indemnitee shall have the right to apply to any court of competent jurisdiction in the State of Nevada for the purpose of enforcing Indemnitee’s right to indemnification pursuant to this Agreement, which determination shall be made de novo, novo and Indemnitee shall not be prejudiced by reason of a determination under Paragraph 6(b) hereof that he or she is not entitled to indemnification. The burden of proving that indemnification or advances are not appropriate shall be on the Company. Neither the failure of the Company (including the Boardits Board of Directors, the Company’s its stockholders, or Independent Legal CounselCounsel or the panel of arbitrators) to have made a determination prior to the commencement of such action that indemnification or advances are proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including the Boardits Board of Directors, the Company’s its stockholders, or Independent Legal CounselCounsel or the panel of arbitrator) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create any presumption that Indemnitee has not met the applicable standard of conduct. (d) If an initial determination that Indemnitee is entitled to indemnification is made or deemed to have been made pursuant to the terms of this AgreementAgreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination, to the extent not prohibited by the NRS determination in the absence of (i) a misrepresentation or omission of a material fact by Indemnitee in the request for indemnification or (ii) a specific finding (which has become final) by a court of competent jurisdiction that all or any part of such indemnification is expressly prohibited by law. (e) The Company shall indemnify Indemnitee against all Expenses incurred in connection with any hearing or proceeding under this Paragraph 6 Section 5 unless a court of competent jurisdiction finds that each of the claims and/or defenses of Indemnitee in any such proceeding was frivolous or made in bad faith.

Procedure for Indemnification. (a) Promptly A. AmeriNet shall promptly give notice hereunder to Carrington after receipt by Indemnitee of xxxxxxxxx written notice of the commencement of or the threat of commencement of any Proceeding, Indemnitee shall, if Indemnitee believes that indemnification with respect thereto Proceeding as to which recovery may be sought from the Company under this Agreement, notify the Company in writing because of the commencement indemnity in Section 1. Notwithstanding the foregoing, the right to indemnification hereunder shall not be affected by any failure of AmeriNet to give such notice, or threat of commencement thereof. The written notification delay by AmeriNet in giving such notice, unless, and then only to the Company extent that, the rights and remedies of Carrington shall be addressed have been pxxxxxxxxx as a result of the failure to give, or delay in giving, such notice. B. If AmeriNet shall assume the Board and shall include documentation or information which is necessary for the determination of entitlement to indemnification and which is reasonably available to Indemnitee. Delay in so notifying the Company shall not constitute a waiver or release by Indemnitee defense of any rights hereunder. In additionsuch Proceeding after giving notice to Carrington, Indemnitee shall give the Company AmeriNet may xxxxxx xgainst such information Proceeding in such manner as it deems appropriate and cooperation may settle such Proceeding on such terms as it may reasonably require deem appropriate and as Carrington shall be within Indemnitee’s powerpxxxxxxx xeimburse AmeriNet for the amount of such settlement and for all Expenses incurred by AmeriNet in connection with such Proceeding. Carrington agrees to coopxxxxx xxxh AmeriNet in all reasonable respects with respect to a Proceeding. (b) Any indemnification requested C. If Carrington assumes the defexxx xx xxx Proceeding, the obligations of Carrington hereunder as to sxxx Xxxxxxding shall include taking all steps necessary in the defense or settlement of such Proceeding and holding AmeriNet harmless from and against any and all damages caused by Indemnitee under Paragraph 3 hereof or arising out of any settlement approved by Carrington or any xxxxxxxx in connection with such Proceeding. Carrington shall be made no later than 30 calendar days after receipt not, in xxx defense of the written request of Indemnitee; provided that a determination is made within said 30-day period that Indemnitee has met the relevant standards for indemnification set forth in Paragraph 3 hereof (i) by the stockholders, (ii) by the Board by a majority vote of a quorum consisting of directors who are not parties to such Proceeding, consent to entry of any judgment (iiiother than a judgment of dismissal on the merits without costs), or enter into any settlement (except with AmeriNet's written consent) if such a quorum so orders, by Independent Legal Counsel (selected which does not include as an unconditional term thereof the giving by the Company and approved by Indemniteeclaimant or the plaintiff to AmeriNet a release from all liability in respect of such Proceeding. Anything in this Section 2 to the contrary notwithstanding, AmeriNet may, with counsel of its choice, assume the defense of any such approval not to be unreasonably withheld) in a written opinion, or (iv) in the event such a quorum is not obtainable, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion. Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption by clear and convincing evidence in reaching any contrary determinationProceeding. (c) Notwithstanding a determination under Paragraph 6(b) hereof that Indemnitee is not entitled to indemnification D. Carrington shall promxxxx xxxxxxxxx AmeriNet for the amount of any judgment rendered with respect to any specific Proceeding, Indemnitee shall have the right to apply to any court of competent jurisdiction in the State of Nevada Proceeding for the purpose of enforcing Indemnitee’s right to indemnification pursuant to this Agreement, which determination shall be made de novo, and Indemnitee shall not be prejudiced by reason of a determination under Paragraph 6(b) hereof that he or she is not entitled to indemnification. The burden of proving that indemnification or advances are not appropriate shall be on the Company. Neither the failure of the Company (including the Board, the Company’s stockholders, or Independent Legal Counsel) to have made a determination prior to the commencement of such action that indemnification or advances are proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including the Board, the Company’s stockholders, or Independent Legal Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create any presumption that Indemnitee has not met the applicable standard of conduct. (d) If an initial determination that Indemnitee is entitled to indemnification is made or deemed to have been made pursuant to the terms of this Agreement, the Company shall be bound by such determination, to the extent not prohibited by the NRS in the absence of (i) a misrepresentation or omission of a material fact by Indemnitee in the request for indemnification or (ii) a specific finding (which has become final) by a court of competent jurisdiction that all or any part of such indemnification is expressly prohibited by law. (e) The Company shall indemnify Indemnitee against all Expenses incurred by AmeriNet in connection with any hearing such Proceeding, whether or proceeding under this Paragraph 6 unless not resulting from, arising out of, or incurred with respect to, the act of a court of competent jurisdiction finds that each of the claims and/or defenses of Indemnitee in any such proceeding was frivolous or made in bad faiththird party.

Procedure for Indemnification. (a) Promptly after receipt by Indemnitee of notice evidence of the commencement of or the threat of commencement of any Proceeding, including the service upon or receipt by Indemnitee shallof any summons, if Indemnitee believes that citation, complaint, indictment, information or other document relating to any matter, whether civil, criminal, administrative, or investigative, which might give rise to a right of indemnification with respect thereto may be sought from the Company under this Agreement, Indemnitee shall promptly notify the Company in writing of the commencement or threat of commencement thereof. The written notification to the Company shall be addressed to the Board and notice shall include documentation or information which is necessary for the determination of entitlement to indemnification and which is reasonably available to Indemnitee. Delay in The failure or delay to so notifying notify the Company shall not constitute a waiver or release by Indemnitee of any rights hereunder. In addition, Indemnitee shall give hereunder and will not relieve the Company such information and cooperation as from any liability that it may reasonably require have to Indemnitee if such failure or delay does not prejudice the Company's rights. If such failure or delay does prejudice the Company's rights, the Company will be relieved from liability only to the extent of such prejudice and as shall be within Indemnitee’s powersuch failure or delay will not relieve the Corporation from any liability that it may have to Indemnitee otherwise under this Agreement. (b) Any indemnification requested by Indemnitee under Paragraph Section 3 hereof shall be made no later than 30 60 calendar days after receipt of the written request of Indemnitee; provided that , unless a determination is made within said 3060-day period in accordance with Section 3 that Indemnitee has met the relevant standards for is not entitled to indemnification set forth in Paragraph 3 hereof (i) by the stockholders, (ii) by Board of Directors of the Board Company by a majority vote of a quorum thereof consisting of directors who are not parties to such ProceedingProceedings, or (iiiii) if in the event such a quorum so ordersis not obtainable, at the election of the Company, either by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion, by the stockholders or (iv) in the event such by a quorum panel of arbitrators, one of whom is not obtainable, by Independent Legal Counsel (selected by the Company Company, another of whom is selected by Indemnitee and approved the last of whom is selected by Indemniteethe first two arbitrators so selected, such approval that Indemnitee has not to be unreasonably withheld) met the relevant standards for indemnification set forth in a written opinionSection 3 hereof. Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption by clear and convincing evidence in reaching any contrary determination. (c) Notwithstanding a determination under Paragraph 6(bSection 5(b) hereof above that Indemnitee is not entitled to indemnification with respect to any specific Proceeding, Indemnitee shall have the right to apply to any court of competent jurisdiction in the State of Nevada for the purpose of enforcing Indemnitee’s 's right to indemnification pursuant to this Agreement, which determination shall be made de novo, novo and Indemnitee shall not be prejudiced by reason of a determination under Paragraph 6(b) hereof that he or she is not entitled to indemnification. The burden of proving that indemnification or advances are not appropriate shall be on the Company. Neither the failure of the Company (including the Boardits Board of Directors, the Company’s its stockholders, or Independent Legal CounselCounsel or the panel of arbitrators) to have made a determination prior to the commencement of such action that indemnification or advances are proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including the Boardits Board of Directors, the Company’s its stockholders, or Independent Legal CounselCounsel or the panel of arbitrator) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create any presumption that Indemnitee has not met the applicable standard of conduct. (d) If an initial determination that Indemnitee is entitled to indemnification is made or deemed to have been made pursuant to the terms of this AgreementAgreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination, to the extent not prohibited by the NRS determination in the absence of (i) a misrepresentation or omission of a material fact by Indemnitee in the request for indemnification or (ii) a specific finding (which has become final) by a court of competent jurisdiction that all or any part of such indemnification is expressly prohibited by law. (e) The Company shall indemnify Indemnitee against all Expenses incurred in connection with any hearing or proceeding under this Paragraph 6 Section 5 unless a court of competent jurisdiction finds that each of the claims and/or defenses of Indemnitee in any such proceeding was frivolous or made in bad faith.

Procedure for Indemnification. (a) Promptly after receipt by Indemnitee of notice of the commencement of or the threat of commencement of any Proceeding, Indemnitee shall, if Indemnitee believes that To obtain indemnification with respect thereto may be sought from the Company under ----------------------------- this Agreement, notify the Company in writing of the commencement or threat of commencement thereof. The written notification Indemnitee shall send to the Company shall be addressed to the Board a written request for any indemnification sought under this Agreement together with such documentation and shall include documentation or information which is necessary for the determination of entitlement to indemnification and which as is reasonably available to Indemnitee. Delay in so notifying Indemnitee and is reasonably necessary to determine whether and to what extent the Company shall not constitute a waiver or release by Indemnitee of any rights hereunder. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s power. (b) Any indemnification requested by Indemnitee under Paragraph 3 hereof shall be made no later than 30 calendar days after receipt of the written request of Indemnitee; provided that a determination is made within said 30-day period that Indemnitee has met the relevant standards for indemnification set forth in Paragraph 3 hereof (i) by the stockholders, (ii) by the Board by a majority vote of a quorum consisting of directors who are not parties to such Proceeding, (iii) if such a quorum so orders, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion, or (iv) in the event such a quorum is not obtainable, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion. Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption by clear and convincing evidence in reaching any contrary determination. (c) Notwithstanding a determination under Paragraph 6(b) hereof that Indemnitee is not entitled to indemnification with respect to any specific Proceeding, Indemnitee shall have the right to apply to any court of competent jurisdiction in the State of Nevada for the purpose of enforcing Indemnitee’s right to indemnification pursuant to this Agreement, which determination shall be made de novo, and Indemnitee shall not be prejudiced by reason of a determination under Paragraph 6(b) hereof that he or she is not entitled to indemnification. The Secretary of the Company shall as soon as practicable advise the Board of Directors in writing that the Indemnitee has requested indemnification. The Company shall promptly make a finding whether the indemnification requested is permitted by the laws of the State of Delaware, the Company's certificate of incorporation, and its by-laws and, no later than 60 days following receipt by the Company of ________________________________________________________________________________ Director Indemnity Agreement Page 1 of 4 ACCESS Radiology Corporation such request, the Company shall cause the indemnification provided hereunder to be authorized and paid unless the finding is that the indemnification requested is not permitted. (a) The burden of proving providing that indemnification or advances are such standard has not appropriate been met shall be on the Company. Neither During such 60-day period, the failure Indemnitee shall be given an opportunity to be heard and to present evidence in connection with consideration by the Board of Directors, independent legal counsel or the stockholders, as the case may be, of any findings required by applicable law. (b) If the Company (including does not pay the Boardindemnification requested by the Indemnitee within 60 days after the receipt of such request, the Company’s stockholdersIndemnitee's right to indemnification shall be enforceable in any court of competent jurisdiction as set forth below. In any such action, or Independent Legal Counsel) to have made a determination prior to neither the commencement of such action that indemnification or advances are proper in the circumstances because Indemnitee has met the applicable standard of conductmaking of, nor an actual determination failure to make, any finding by the Company (including the Boardits board of Directors, the Company’s its independent counsel and its stockholders, or Independent Legal Counsel) that indemnification of the Indemnitee has is proper or not met such applicable standard of conductproper in the circumstances, shall be a defense to the action or create any a presumption that the Indemnitee has not met the applicable standard of conduct. (d) If an initial determination that Indemnitee is entitled to indemnification is made or deemed to have been made pursuant to the terms of this Agreement. The Indemnitee's reasonable expenses, the Company shall be bound by such determinationincluding attorneys' fees, to the extent not prohibited by the NRS in the absence of (i) a misrepresentation or omission of a material fact by Indemnitee in the request for indemnification or (ii) a specific finding (which has become final) by a court of competent jurisdiction that all or any part of such indemnification is expressly prohibited by law. (e) The Company shall indemnify Indemnitee against all Expenses actually and necessarily incurred in connection with successfully establishing the right to indemnification, in whole or in part, in any hearing such action shall also be indemnified by the Company. (c) Any action instituted by the Company or proceeding by the Indemnitee under this Paragraph 6 unless a Agreement may be maintained as to the Company and the Indemnitee in any court of competent jurisdiction finds that each jurisdiction, including but not limited to the Chancery Court of the claims and/or defenses State of Delaware. The Company and the Indemnitee each consents to the exercise of jurisdiction and venue over the Company or the Indemnitee, as the case may be, by the Chancery Court of the State of Delaware in any such proceeding was frivolous or made in bad faithand for the County of Delaware.

Procedure for Indemnification. (a) Promptly In the event that any Purchaser Indemnitees or Seller Indemnitees shall incur Claims or Losses for which indemnity may be sought, the party indemnified hereunder (“Indemnitee”) shall notify the party providing indemnification (“Indemnitor”) by written notice promptly after receipt discovery of the filing or assertion of any Claim against Indemnitee; provided that, any delay or failure to notify Indemnitor shall not relieve it from any liability except to the extent that the defense of such action is materially prejudiced by such delay or failure to notify. In the event that an indemnification matter does not involve a third party Claim, subject to compliance with Section 8.5(b) below, the Indemnitee shall provide written notice of such Claim to the Indemnitor, in response to which the Indemnitor will either (i) object to such Claim by delivering a written notice specifying in reasonable detail the basis for such objection within thirty (30) days after delivery by the Indemnitee of such Claim notice (the “Dispute Statement”) or (ii) if a Dispute Statement is not received by the Indemnitee within such thirty (30)-day period, the amount set forth in the claim notice shall be deemed accepted by the Indemnitor. If the Indemnitor delivers to the Indemnitee a Dispute Statement applicable to all or any portion of a Claim within the thirty (30)-day period set forth above, then the amount in dispute set forth in the Dispute Statement shall not be payable to the Indemnitee until either (i) Indemnitee and Indemnitor jointly agree in writing to the resolution of the commencement amount in dispute in such Dispute Statement, or (ii) a court of or competent jurisdiction enters a final and non-appealable order regarding the threat of commencement of any Proceeding, Indemnitee shall, if Indemnitee believes that indemnification with respect thereto may be sought from Claim and the Company under this Agreement, notify the Company amount in writing of the commencement or threat of commencement thereofdispute in such Dispute Statement. The written notification to the Company shall be addressed to the Board and shall include documentation or information which is necessary for the Within five (5) days after a final determination of entitlement each Claim pursuant to indemnification and this Section 8.5(a), the Indemnitor shall pay the Indemnitee the amount of damages sustained or incurred by the Indemnitee which is reasonably available to Indemnitee. Delay in so notifying the Company shall have not constitute a waiver or release by Indemnitee of any rights hereunder. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s powerpreviously been paid. (b) Any indemnification requested by In the case of third party Claims, the Indemnitee under Paragraph 3 hereof shall be made no later than 30 calendar days after receipt of give the written request of Indemnitee; provided that Indemnitor a determination is made within said 30-day period that Indemnitee has met the relevant standards for indemnification set forth in Paragraph 3 hereof reasonable opportunity (i) by to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the stockholders, Indemnitee; (ii) by to take all other reasonable steps or proceedings to settle or defend any such Claims, provided that the Board by a majority vote Indemnitor shall not settle third party Claims other than solely for money damages without the prior written consent of a quorum consisting of directors who are the Indemnitee (including, without limitation, settlements imposing equitable remedies or injunctive relief on the Indemnitee), which consent shall not parties to such Proceedingbe unreasonably conditioned, withheld or delayed; and (iii) if such a quorum so orders, by Independent Legal Counsel (selected to employ counsel designated by the Company Indemnitor and approved by Indemniteereasonably satisfactory to the Indemnitee to contest any such Claim or liability in the name of Indemnitee or otherwise; provided, however, that the Indemnitor shall not assume the defense of any third party Claim without the approval of Indemnitee to the extent such approval not third party Claim (A) is an allegation of a criminal violation, (B) seeks injunctive, equitable or other relief other than monetary damages against a Purchaser Indemnity, (C) the amount of which asserted is in excess of the aggregate amount of indemnification of Seller to be unreasonably withheld) in a written opinionPurchaser pursuant to ARTICLE VIII, or (ivD) is made by a Governmental Entity. The Indemnitor shall, within thirty (30) days of receipt of a notice of such Claim give written notice to the Indemnitee of its intention to assume the defense of such Claim. If the Indemnitor does not deliver to the Indemnitee within the thirty (30)-day notice period notice that Indemnitor shall assume the defense of any such Claim or litigation, the Indemnitee may defend against and settle any such Claim or litigation in such manner as it may deem appropriate, all at the event such a quorum is not obtainableexpense of the Indemnitor, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion. Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden costs and expenses of proof to overcome that presumption by clear all proceedings, contests or lawsuits and convincing evidence in reaching any contrary determination. (c) Notwithstanding a determination under Paragraph 6(b) hereof that Indemnitee is not entitled to indemnification all other damages sustained or incurred with respect to any specific Proceedingsuch Claims, proceedings or litigation shall be borne solely by the Indemnitor. In the event that the Indemnitor does timely assume the defense provided above, the Indemnitee shall have the right to apply to any court of competent jurisdiction fully participate in the State of Nevada for the purpose of enforcing Indemnitee’s right to indemnification pursuant to this Agreement, which determination shall be made de novosuch defense at its sole expense, and the Indemnitor shall reasonably cooperate with the Indemnitee shall not be prejudiced by reason of a determination under Paragraph 6(b) hereof that he or she is not entitled to indemnification. The burden of proving that indemnification or advances are not appropriate shall be on the Company. Neither the failure of the Company (including the Board, the Company’s stockholders, or Independent Legal Counsel) to have made a determination prior to the commencement of such action that indemnification or advances are proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including the Board, the Company’s stockholders, or Independent Legal Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create any presumption that Indemnitee has not met the applicable standard of conduct. (d) If an initial determination that Indemnitee is entitled to indemnification is made or deemed to have been made pursuant to the terms of this Agreement, the Company shall be bound by such determination, to the extent not prohibited by the NRS in the absence of (i) a misrepresentation or omission of a material fact by Indemnitee in the request for indemnification or (ii) a specific finding (which has become final) by a court of competent jurisdiction that all or any part of such indemnification is expressly prohibited by law. (e) The Company shall indemnify Indemnitee against all Expenses incurred in connection with any hearing or proceeding under this Paragraph 6 unless a court of competent jurisdiction finds that such participation, and in all cases the Indemnitor shall keep the Indemnitee fully informed as to all matters concerning each of the claims and/or defenses of Claim. The Indemnitee may participate in any such proceeding was frivolous action at its own cost and expense, and the Indemnitor may not enter into any agreement with a third party which otherwise affects the Acquired Assets without the written consent of Purchaser, if Purchaser is the Indemnitee. Within thirty (30) days after a final determination of each third party Claim by any court, panel of arbitrator(s) or made in bad faithgovernmental authority having jurisdiction thereof, the Indemnitor shall pay the Indemnitee the amount of damages sustained or incurred by the Indemnitee which have not previously been paid.

Procedure for Indemnification. (a) Promptly after receipt by Indemnitee of notice of the commencement of or the threat of commencement of any ProceedingTo obtain indemnification hereunder, Indemnitee shall, if Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company in writing of the commencement or threat of commencement thereof. The written notification Xxxxxxxxxx shall submit to the Company shall be addressed to the Board Corporation a written request, including therein or therewith such documentation and shall include documentation or information which is necessary for the determination of entitlement to indemnification and which as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Corporation shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification hereunder. Delay Any Expenses incurred by Indemnitee in so notifying the Company shall not constitute a waiver or release by Indemnitee of any rights hereunder. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as cooperating shall be within borne by the Corporation (irrespective of the determination as to Indemnitee’s powerentitlement to indemnification with respect to the underlying Proceeding for which indemnification is being sought) and the Corporation shall indemnify and hold Indemnitee harmless therefrom. (b) Any The Corporation’s determination whether to grant Indemnitee’s indemnification requested by Indemnitee under Paragraph 3 hereof request shall be made no later than 30 calendar promptly, and in any event within 60 days after following receipt of the written request of Indemnitee; provided that a determination is made within said 30-day period that Indemnitee has met the relevant standards for indemnification set forth in Paragraph 3 hereof (i) by the stockholders, (ii) by the Board by a majority vote of a quorum consisting of directors who are not parties to such Proceeding, (iii) if such a quorum so orders, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion, or (iv) in the event such a quorum is not obtainable, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion. Upon making a request for indemnification, Indemnitee indemnification pursuant to Section 5(a). The right to indemnification as granted by Section 1 of this Agreement shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption enforceable by clear and convincing evidence Indemnitee in reaching any contrary determination. (c) Notwithstanding a determination under Paragraph 6(b) hereof that Indemnitee is not entitled to indemnification with respect to any specific Proceeding, Indemnitee shall have the right to apply to any court of competent jurisdiction if the Corporation denies such request, in the State of Nevada whole or in part, or fails to respond within such 60-day period. It shall be a defense to any such action (other than an action brought to enforce a claim for the purpose advancement of enforcing Expenses under Section 4 hereof where the required undertaking, if any, has been received by the Corporation) that Indemnitee has failed to 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, with respect to any criminal action, suit or proceeding, Indemnitee had reasonable cause to believe Indemnitee’s right to indemnification pursuant to this Agreementconduct was unlawful, which determination shall be made de novo, and Indemnitee shall not be prejudiced by reason of a determination under Paragraph 6(b) hereof that he or she is not entitled to indemnification. The but the burden of proving that indemnification or advances are not appropriate such defense, by clear and convincing evidence, shall be on the CompanyCorporation. Neither Neither (i) the failure of the Company Corporation (including the Boardor its Board of Directors, the Company’s stockholdersone of its committees, or its Independent Legal Counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification or advances are of Indemnitee is proper in the circumstances because Indemnitee has met acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the applicable standard best interests of conductthe Corporation, or, with respect to any criminal action, suit or proceeding, Indemnitee had no reasonable cause to believe Indemnitee’s conduct was unlawful, nor (ii) the fact that there has been an actual determination by the Company Corporation (including the Boardor its Board of Directors, the Company’s stockholdersone of its committees, or its Independent Legal Counsel, or its stockholders, as applicable) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create any a presumption that Indemnitee has or has not met the applicable standard of conduct. (d) If an initial determination that . Indemnitee is entitled shall have the right to indemnification is made or deemed employ Xxxxxxxxxx’s own counsel in connection with establishing Xxxxxxxxxx’s right to have been made pursuant to the terms of this Agreementindemnification. In all events, the Company Corporation shall be bound by such determination, to the extent not prohibited by the NRS in the absence of pay (i) a misrepresentation or omission all of a material fact by Indemnitee the Expenses of the Independent Legal Counsel incurred in the request for connection with successfully establishing Indemnitee’s right to indemnification or and (ii) a specific finding (which has become final) by a court if applicable, all Expenses of competent jurisdiction that all or any part of such indemnification is expressly prohibited by law. (e) Indemnitee’s own counsel incurred in connection with successfully establishing Indemnitee’s right to indemnification. The Company shall indemnify Indemnitee against all Indemnitee’s other Expenses incurred in connection with any hearing successfully establishing Indemnitee’s right to indemnification, in whole or proceeding under this Paragraph 6 unless a court of competent jurisdiction finds that each of the claims and/or defenses of Indemnitee in part, in any such proceeding was frivolous or made in bad faithotherwise shall also be indemnified by the Corporation.

Procedure for Indemnification. (a) Promptly after receipt by Indemnitee of notice of the commencement of or the threat of commencement of any Proceeding, including the service upon or receipt by Indemnitee shallof any summons, if Indemnitee believes that citation, complaint, indictment, information or other document relating to any matter, whether civil, criminal, administrative, or investigative, which might give rise to a right of indemnification with respect thereto may be sought from the Company under this Agreement, Indemnitee shall promptly notify the Company in writing of the commencement or threat of commencement thereof. The written notification to the Company shall be addressed to the Board and notice shall include documentation or information which is necessary for the determination of entitlement to indemnification and which is reasonably available to Indemnitee. Delay in The failure or delay to so notifying notify the Company shall not constitute a waiver or release by Indemnitee of any rights hereunder. In addition, Indemnitee shall give hereunder and will not relieve the Company such information and cooperation as from any liability that it may reasonably require have to Indemnitee if such failure or delay does not prejudice the Company’s rights. If such failure or delay does prejudice the Company’s rights, the Company will be relieved from liability only to the extent of such prejudice and as shall be within Indemnitee’s powersuch failure or delay will not relieve the Company from any liability that it may have to Indemnitee otherwise under this Agreement. (b) Any indemnification requested by Indemnitee under Paragraph Section 3 hereof shall be made no later than 30 60 calendar days after receipt of the written request of Indemnitee; provided that , unless a determination is made within said 3060-day period in accordance with Section 3 that Indemnitee has met the relevant standards for is not entitled to indemnification set forth in Paragraph 3 hereof (i) by the stockholders, (ii) by the Board of Directors by a majority vote of a quorum thereof consisting of directors who are not parties to such ProceedingProceedings, or (iiiii) if in the event such a quorum so ordersis not obtainable, at the election of the Company, either by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion, by the stockholders or (iv) in the event such by a quorum panel of arbitrators, one of whom is not obtainable, by Independent Legal Counsel (selected by the Company Company, another of whom is selected by Indemnitee and approved the last of whom is selected by Indemniteethe first two arbitrators so selected, such approval that Indemnitee has not to be unreasonably withheld) met the relevant standards for indemnification set forth in a written opinionSection 3 hereof. Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption by clear and convincing evidence in reaching any contrary determination. (c) Notwithstanding a determination under Paragraph 6(bSection 5(b) hereof above that Indemnitee is not entitled to indemnification with respect to any specific Proceeding, Indemnitee shall have the right to apply to any court of competent jurisdiction in the State of Nevada for the purpose of enforcing Indemnitee’s right to indemnification pursuant to this Agreement, which determination shall be made de novo, novo and Indemnitee shall not be prejudiced by reason of a determination under Paragraph 6(b) hereof that he or she is not entitled to indemnification. The burden of proving that indemnification or advances are not appropriate shall be on the Company. Neither the failure of the Company (including the BoardBoard of Directors, the Company’s stockholders, or Independent Legal CounselCounsel or the panel of arbitrators) to have made a determination prior to the commencement of such action that indemnification or advances are proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including the BoardBoard of Directors, the Company’s stockholders, or Independent Legal CounselCounsel or the panel of arbitrator) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create any presumption that Indemnitee has not met the applicable standard of conduct. (d) If an initial determination that Indemnitee is entitled to indemnification is made or deemed to have been made pursuant to the terms of this AgreementAgreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination, to the extent not prohibited by the NRS determination in the absence of (i) a misrepresentation or omission of a material fact by Indemnitee in the request for indemnification or (ii) a specific finding (which has become final) by a court of competent jurisdiction that all or any part of such indemnification is expressly prohibited by law. (e) The Company shall indemnify Indemnitee against all Expenses incurred in connection with any hearing or proceeding under this Paragraph 6 Section 5 unless a court of competent jurisdiction finds that each of the claims and/or defenses of Indemnitee in any such proceeding was frivolous or made in bad faith.

Procedure for Indemnification. (a) Promptly after receipt by Indemnitee of notice of the commencement of or the threat of commencement of any ProceedingTo obtain indemnification, Indemnitee shall, if Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company in writing of the commencement or threat of commencement thereof. The written notification shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and as is reasonably necessary to determine whether and to what extent Indemnitee would be entitled to indemnification following the final disposition of such Proceeding. The Company shall, as soon as reasonably practicable after receipt of such a request for indemnification, advise the Board of Directors that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if required by applicable law, with respect to Indemnitee's entitlement thereto shall be addressed made in the specific case (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Company's Board and of Directors, a copy of which shall include be delivered to Indemnitee or (ii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Company's Board of Directors, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Company's Board of Directors, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Company's Board of Directors, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Company's Board of Directors, by the stockholders of the Company. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within sixty (60) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary for to such determination. Any costs or expenses (including attorneys' fees and disbursements) reasonably incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company, to the extent permitted by applicable law. (c) In the event the determination of entitlement to indemnification and which is reasonably available to Indemniteebe made by Independent Counsel pursuant to Section 9(b), the Independent Counsel shall be selected as provided in this Section 9(c). Delay If a Change in so notifying the Company Control shall not constitute a waiver or release by Indemnitee of any rights hereunder. In additionhave occurred, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as Independent Counsel shall be within Indemnitee’s power. (b) Any indemnification requested by Indemnitee under Paragraph 3 hereof shall be made no later than 30 calendar days after receipt of the written request of Indemnitee; provided that a determination is made within said 30-day period that Indemnitee has met the relevant standards for indemnification set forth in Paragraph 3 hereof (i) by the stockholders, (ii) by the Board by a majority vote of a quorum consisting of directors who are not parties to such Proceeding, (iii) if such a quorum so orders, by Independent Legal Counsel (selected by the Company and approved by IndemniteeCompany's Board of Directors, such approval not to be unreasonably withheld) in a written opinion, or (iv) in the event such a quorum is not obtainable, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion. Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the burden Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Company's Board of proof Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to overcome the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that presumption such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by clear and convincing evidence in reaching any contrary determination. (c) Notwithstanding Indemnitee of a determination under Paragraph 6(bwritten request for indemnification pursuant to Section 9(a) hereof that Indemnitee is not entitled to indemnification with respect to any specific and (ii) the final disposition of the Proceeding, the parties have not agreed upon an Independent Counsel, either the Company or Indemnitee shall have the right to apply to any may petition a court of competent jurisdiction in the State for resolution of Nevada for the purpose of enforcing Indemnitee’s right to indemnification pursuant to this Agreement, any objection which determination shall be have been made de novo, and Indemnitee shall not be prejudiced by reason of a determination under Paragraph 6(b) hereof that he or she is not entitled to indemnification. The burden of proving that indemnification or advances are not appropriate shall be on the Company. Neither the failure of the Company (including the Board, the Company’s stockholders, or Independent Legal Counsel) to have made a determination prior to the commencement of such action that indemnification or advances are proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including the Board, the Company’s stockholders, or Independent Legal Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action other's selection of Independent Counsel and for the appointment as Independent Counsel of a person selected by the court or create by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 9(b) hereof. Upon the due commencement of any presumption that Indemnitee has not met the applicable standard of conduct. (d) If an initial determination that Indemnitee is entitled to indemnification is made judicial proceeding or deemed to have been made arbitration pursuant to the terms Section 12(a) of this Agreement, the Company Independent Counsel shall be bound by discharged and relieved of any further responsibility in such determination, capacity (subject to the extent not prohibited by the NRS in the absence applicable standards of (i) a misrepresentation or omission of a material fact by Indemnitee in the request for indemnification or (ii) a specific finding (which has become final) by a court of competent jurisdiction that all or any part of such indemnification is expressly prohibited by law.professional conduct then prevailing), (ed) The Company shall agrees to pay the reasonable fees and expenses of any Independent Counsel and to fully indemnify Indemnitee such counsel against any and all Expenses incurred in connection with any hearing Expenses, claims, liabilities and damages arising out of or proceeding under relating to this Paragraph 6 unless a court of competent jurisdiction finds that each of the claims and/or defenses of Indemnitee in any such proceeding was frivolous Agreement or made in bad faithits engagement pursuant hereto.

Procedure for Indemnification. (a) Promptly after receipt by Indemnitee of notice of the commencement of or the threat of commencement of any Proceeding, Indemnitee shall, if Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company in writing of the commencement or threat of commencement thereof. The written notification to the Company shall be addressed to the Board and shall include documentation or information which is necessary for the determination of entitlement to indemnification and which is reasonably available to Indemnitee. Delay in so notifying the Company shall not constitute a waiver or release by Indemnitee of any rights hereunder. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s power. (b) Any indemnification requested by Indemnitee under Paragraph 3 hereof shall be made no later than 30 calendar days after receipt of the written request of Indemnitee; provided that a determination is made within said 30-day period that Indemnitee has met the relevant standards for indemnification set forth in Paragraph 3 hereof (i) by the stockholders, (ii) by the Board by a majority vote of a quorum consisting of directors who are not parties to such Proceeding, (iii) if such a quorum so orders, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion, or (iv) in the event such a quorum is not obtainable, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion. Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification under this Agreement upon submission of a request for indemnification hereunder, and the Company shall have the burden of proof to overcome in overcoming that presumption by clear and convincing evidence in reaching any contrary determination. (c) Notwithstanding a determination under Paragraph 6(bcontrary to that presumption. Any indemnification for Resolution Amounts shall be made no later than thirty (30) hereof days following the determination of such Resolution Amounts, as evidenced by appropriate documentation (e.g., settlement agreement, court order), unless (i) a court of competent jurisdiction has determined that Indemnitee is not entitled to indemnification with respect to any specific Proceeding, Indemnitee shall have the Indemnification hereunder and no right to apply to any of further appeal from such determination exists or (b) a Proceeding is pending before a court of competent jurisdiction in the State of Nevada for the purpose of enforcing Indemnitee’s right to determine if Indemnitee is entitled to indemnification pursuant hereunder. If following any such Proceeding, the court of competent jurisdiction determines that Indemnitee is entitled to indemnification hereunder, and no right of further appeal from such determination exists, then the Resolution Amounts shall be paid within thirty (30) days following such determination. If a claim under this Agreement, which determination any applicable law, or any provision of the Company's Amended and Restated Articles of Incorporation (the "Articles") or Bylaws providing for indemnification hereunder is not paid in full by the Company by its due date, then the Indemnitee may bring an action against the Company to recover the unpaid amount of the claim and, subject to Sections 11, the Indemnitee shall also be entitled to be paid for the Expenses of bringing such action. It shall be made de novoa defense to any such action that the Indemnitee has not met the minimum standards of conduct under applicable law or this Agreement to permit indemnification to the Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company, and the Indemnitee shall not be prejudiced by reason entitled to receive advance payments of Expenses pursuant to Section 2 unless and until a determination under Paragraph 6(b) hereof court of competent jurisdiction determines that he or she Indemnitee is not entitled to indemnification., and no right of further appeal from such determination exists. The burden It is the parties' intention that if the Company contests an Indemnitee's right to indemnification, the question of proving that the Indemnitee's right to indemnification or advances are not appropriate shall be on for the Company. Neither court to decide, and neither the failure of the Company (including the Board, any committee or subgroup of the Board, independent legal counsel, or the Company’s stockholders, or Independent Legal Counsel's shareholders) to have made a determination prior to the commencement of such action that indemnification or advances are of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conductconduct required by applicable law, nor an actual determination by the Company (including the Board, any committee or subgroup of the Board, independent legal counsel, or the Company’s stockholders, or Independent Legal Counsel's shareholders) that the Indemnitee has not met such applicable standard of conduct, shall be create a defense to the action or create any presumption that the Indemnitee has not or has not, as the case may be, met the applicable standard of conduct. (d) If an initial determination that Indemnitee is entitled to indemnification is made or deemed to have been made pursuant to the terms of this Agreement, the Company shall be bound by such determination, to the extent not prohibited by the NRS in the absence of (i) a misrepresentation or omission of a material fact by Indemnitee in the request for indemnification or (ii) a specific finding (which has become final) by a court of competent jurisdiction that all or any part of such indemnification is expressly prohibited by law. (e) The Company shall indemnify Indemnitee against all Expenses incurred in connection with any hearing or proceeding under this Paragraph 6 unless a court of competent jurisdiction finds that each of the claims and/or defenses of Indemnitee in any such proceeding was frivolous or made in bad faith.

Procedure for Indemnification. (a) Promptly after receipt by Indemnitee of notice of the commencement of or the threat of commencement of any ProceedingTo obtain indemnification, Indemnitee shall, if Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company in writing of the commencement or threat of commencement thereof. The written notification shall promptly submit to the Company shall be addressed to the Board Corporation a written request, including therein or therewith such documentation and shall include documentation or information which is necessary for the determination of entitlement to indemnification and which as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Corporation shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee's entitlement to indemnification. Delay Any expenses incurred by Indemnitee in so notifying the Company shall not constitute a waiver or release by Indemnitee of any rights hereunder. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as cooperating shall be within borne by the Corporation (irrespective of the determination as to Indemnitee’s power's entitlement to indemnification) and the Corporation shall indemnify and hold Indemnitee harmless therefrom. (b) Any The Corporation's determination whether to grant Indemnitee's indemnification requested by Indemnitee under Paragraph 3 hereof request shall be made no later than 30 calendar promptly, and in any event within 60 days after following receipt of a request for indemnification pursuant to Section 5(a). The right to indemnification as granted by Section 1 of this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction if the written request of Indemnitee; provided that a determination is made Corporation denies such request, in whole or in part, or fails to respond within said 30such 60-day period period. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of costs, charges and expenses under Section 4 hereof where the required undertaking, if any, has been received by the Corporation) that Indemnitee has not met the relevant standards for indemnification standard of conduct set forth in Paragraph 3 hereof (i) by the stockholdersSection 1 hereof, (ii) by the Board by a majority vote of a quorum consisting of directors who are not parties to such Proceeding, (iii) if such a quorum so orders, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion, or (iv) in the event such a quorum is not obtainable, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion. Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have but the burden of proof to overcome that presumption proving such defense by clear and convincing evidence in reaching any contrary determination. (c) Notwithstanding a determination under Paragraph 6(b) hereof that Indemnitee is not entitled to indemnification with respect to any specific Proceeding, Indemnitee shall have the right to apply to any court of competent jurisdiction in the State of Nevada for the purpose of enforcing Indemnitee’s right to indemnification pursuant to this Agreement, which determination shall be made de novo, and Indemnitee shall not be prejudiced by reason of a determination under Paragraph 6(b) hereof that he or she is not entitled to indemnification. The burden of proving that indemnification or advances are not appropriate shall be on the CompanyCorporation. Neither the failure of the Company Corporation (including the Boardits Board of Directors or one of its committees, the Company’s its independent legal counsel, and its stockholders, or Independent Legal Counsel) to have made a determination prior to the commencement of such action that indemnification or advances are of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conductconduct set forth in Section 1 hereof, nor the fact that there has been an actual determination by the Company Corporation (including the Boardits Board of Directors or one of its committees, the Company’s its independent legal counsel, and its stockholders, or Independent Legal Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create any a presumption that Indemnitee has or has not met the applicable standard of conduct. The Indemnitee's expenses (including attorneys' fees) incurred in connection with successfully establishing Indemnitee's right to indemnification, in whole or in part, in any such proceeding or otherwise shall also be indemnified by the Corporation. (c) The Indemnitee shall be presumed to be entitled to indemnification under this Agreement upon submission of a request for indemnification pursuant to this Section 5, and the Corporation shall have the burden of proof in overcoming that presumption in reaching a determination contrary to that presumption. Such presumption shall be used as a basis for a determination of entitlement to indemnification unless the Corporation overcomes such presumption by clear and convincing evidence. (d) If an initial determination it is determined that Indemnitee is entitled to indemnification is made or deemed to have been made pursuant to the terms of this Agreementindemnification, the Company payment shall be bound by such timely made after that determination, to the extent not prohibited by the NRS in the absence of (i) a misrepresentation or omission of a material fact by Indemnitee in the request for indemnification or (ii) a specific finding (which has become final) by a court of competent jurisdiction that all or any part of such indemnification is expressly prohibited by law. (e) The Company shall indemnify Indemnitee against all Expenses incurred Notwithstanding anything in connection with any hearing or proceeding this Agreement to the contrary, no determination as to entitlement to indemnification under this Paragraph 6 unless Agreement shall be required to be made prior to a court of competent jurisdiction finds that each of judgment or pending settlement in the claims and/or defenses of Indemnitee in any such proceeding was frivolous action, suit or made in bad faithproceeding.

Procedure for Indemnification. (a) Promptly after receipt by Indemnitee of notice of the commencement of or the threat of commencement of any ProceedingTo obtain indemnification, Indemnitee shall, if Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company in writing of the commencement or threat of commencement thereof. The written notification shall promptly submit to the Company shall be addressed to the Board Corporation a written request, including therein or therewith such documentation and shall include documentation or information which is necessary for the determination of entitlement to indemnification and which as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Corporation shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification. Delay Any expenses incurred by Indemnitee in so notifying the Company shall not constitute a waiver or release by Indemnitee of any rights hereunder. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as cooperating shall be within borne by the Corporation (irrespective of the determination as to Indemnitee’s powerentitlement to indemnification) and the Corporation shall indemnify and hold Indemnitee harmless therefrom. (b) Any The Corporation’s determination whether to grant Indemnitee’s indemnification requested by Indemnitee under Paragraph 3 hereof request shall be made no later than 30 calendar promptly, and in any event within 60 days after following receipt of a request for indemnification pursuant to Section 5(a). The right to indemnification as granted by Section 1 of this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction if the written request of Indemnitee; provided that a determination is made Corporation denies such request, in whole or in part, or fails to respond within said 30such 60-day period period. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses under Section 4 hereof) that Indemnitee has not met the relevant standards for indemnification standard of conduct set forth in Paragraph 3 hereof (i) by the stockholdersSection 1 hereof, (ii) by the Board by a majority vote of a quorum consisting of directors who are not parties to such Proceeding, (iii) if such a quorum so orders, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion, or (iv) in the event such a quorum is not obtainable, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion. Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have but the burden of proof to overcome that presumption proving such defense by clear and convincing evidence in reaching any contrary determination. (c) Notwithstanding a determination under Paragraph 6(b) hereof that Indemnitee is not entitled to indemnification with respect to any specific Proceeding, Indemnitee shall have the right to apply to any court of competent jurisdiction in the State of Nevada for the purpose of enforcing Indemnitee’s right to indemnification pursuant to this Agreement, which determination shall be made de novo, and Indemnitee shall not be prejudiced by reason of a determination under Paragraph 6(b) hereof that he or she is not entitled to indemnification. The burden of proving that indemnification or advances are not appropriate shall be on the CompanyCorporation. Neither the failure of the Company Corporation (including the Boardits Board of Directors or one of its committees, the Company’s stockholders, or its Independent Legal Counsel, and its stockholders) to have made a determination prior to the commencement of such action that indemnification or advances are of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conductconduct set forth in Section 1 hereof, nor the fact that there has been an actual determination by the Company Corporation (including the Boardits Board of Directors or one of its committees, the Company’s stockholders, or its Independent Legal Counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create any a presumption that Indemnitee has or has not met the applicable standard of conduct. The Indemnitee’s expenses incurred in connection with successfully establishing Indemnitee’s right to indemnification, in whole or in part, in any such proceeding or otherwise shall also be indemnified by the Corporation. (c) The Indemnitee shall be presumed to be entitled to indemnification under this Agreement upon submission of a request for indemnification pursuant to this Section 5, and the Corporation shall have the burden of proof in overcoming that presumption in reaching a determination contrary to that presumption. Such presumption shall be used as a basis for a determination of entitlement to indemnification unless the Corporation overcomes such presumption by clear and convincing evidence. (d) If an initial determination it is determined that Indemnitee is entitled to indemnification is made or deemed to have been made pursuant to the terms of this Agreementindemnification, the Company payment shall be bound by such timely made after that determination, to the extent not prohibited by the NRS in the absence of (i) a misrepresentation or omission of a material fact by Indemnitee in the request for indemnification or (ii) a specific finding (which has become final) by a court of competent jurisdiction that all or any part of such indemnification is expressly prohibited by law. (e) The Company shall indemnify Indemnitee against all Expenses incurred Notwithstanding anything in connection with any hearing or proceeding this Agreement to the contrary, no determination as to entitlement to indemnification under this Paragraph 6 unless Agreement shall be required to be made prior to a court of competent jurisdiction finds that each of judgment or pending settlement in the claims and/or defenses of Indemnitee in any such proceeding was frivolous action, suit or made in bad faithproceeding.

Procedure for Indemnification. (a) Promptly after receipt by Indemnitee of notice of the commencement of or the threat of commencement of any ProceedingTo obtain indemnification, Indemnitee shall, if Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company in writing of the commencement or threat of commencement thereof. The written notification shall promptly submit to the Company shall be addressed to the Board Corporation a written request, including therein or therewith such documentation and shall include documentation or information which is necessary for the determination of entitlement to indemnification and which as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Corporation shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee's entitlement to indemnification. Delay Any expenses incurred by Indemnitee in so notifying the Company shall not constitute a waiver or release by Indemnitee of any rights hereunder. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as cooperating shall be within borne by the Corporation (irrespective of the determination as to Indemnitee’s power's entitlement to indemnification) and the Corporation shall indemnify and hold Indemnitee harmless therefrom. (b) Any The Corporation's determination whether to grant Indemnitee's indemnification requested by Indemnitee under Paragraph 3 hereof request shall be made no later than 30 calendar promptly, and in any event within 60 days after following receipt of a request for indemnification pursuant to Section 5(a). The right to indemnification as granted by Section 1 of this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction if the written request of Indemnitee; provided that a determination is made Corporation denies such request, in whole or in part, or fails to respond within said 30such 60-day period period. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of costs, charges and expenses under Section 4 hereof where the required undertaking, if any, has been received by the Corporation) that Indemnitee has not met the relevant standards for indemnification standard of conduct set forth in Paragraph 3 hereof (i) by the stockholdersSection 1 hereof, (ii) by the Board by a majority vote of a quorum consisting of directors who are not parties to such Proceeding, (iii) if such a quorum so orders, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion, or (iv) in the event such a quorum is not obtainable, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion. Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have but the burden of proof to overcome that presumption proving such defense by clear and convincing evidence in reaching any contrary determination. (c) Notwithstanding a determination under Paragraph 6(b) hereof that Indemnitee is not entitled to indemnification with respect to any specific Proceeding, Indemnitee shall have the right to apply to any court of competent jurisdiction in the State of Nevada for the purpose of enforcing Indemnitee’s right to indemnification pursuant to this Agreement, which determination shall be made de novo, and Indemnitee shall not be prejudiced by reason of a determination under Paragraph 6(b) hereof that he or she is not entitled to indemnification. The burden of proving that indemnification or advances are not appropriate shall be on the CompanyCorporation. Neither the failure of the Company Corporation (including the Boardits Board of Directors or one of its committees, the Company’s its independent legal counsel, and its stockholders, or Independent Legal Counsel) to have made a determination prior to the commencement of such action that indemnification or advances are of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conductconduct set forth in Section 1 hereof, nor the fact that there has been an actual determination by the Company Corporation (including the Boardits Board of Directors or one of its committees, the Company’s its independent legal counsel, and its stockholders, or Independent Legal Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create any a presumption that Indemnitee has or has not met the applicable standard of conduct. The Indemnitee's expenses (including attorneys' fees) incurred in connection with successfully establishing Indemnitee's right to indemnification, in whole or in part, in any such proceeding or otherwise shall also be indemnified by the Corporation. (c) The Indemnitee shall be presumed to be entitled to indemnification under this Agreement upon submission of a request for indemnification pursuant to this Section 5, and the Corporation shall have the burden of proof in overcoming that presumption in reaching a determination contrary to that presumption. Such presumption shall be used as a basis for a determination of entitlement to indemnification unless the Corporation overcomes such presumption by clear and convincing evidence. (d) If an initial determination it is determined that Indemnitee is entitled to indemnification is made or deemed to have been made pursuant to the terms of this Agreementindemnification, the Company payment shall be bound by such timely made after that determination, to the extent not prohibited by the NRS in the absence of (i) a misrepresentation or omission of a material fact by Indemnitee in the request for indemnification or (ii) a specific finding (which has become final) by a court of competent jurisdiction that all or any part of such indemnification is expressly prohibited by law. (e) The Company shall indemnify Indemnitee against all Expenses incurred in connection with any hearing or proceeding under this Paragraph 6 unless a court of competent jurisdiction finds that each of the claims and/or defenses of Indemnitee in any such proceeding was frivolous or made in bad faith.

Procedure for Indemnification. (ai) Promptly after receipt by Each Indemnitee of shall give the Board notice of the commencement of or the threat of commencement in writing, as soon as practicable, of any Proceeding, matter or Proceeding for which such Indemnitee shall, if Indemnitee believes that expects to or will seek indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company in writing of the commencement or threat of commencement thereofExhibit. The Such notice shall include a written notification to the Company request for indemnification and shall be addressed to the Board accompanied by any documentation and shall include documentation or information which is necessary for the determination of entitlement to indemnification and which as is reasonably available to IndemniteeIndemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. Delay in so notifying Indemnitee shall direct such notice, request and documentation to the Company Board at the address of the LLC’s principal executive offices. Notwithstanding the foregoing, any failure of Indemnitee to provide such notice to the Board shall not constitute a waiver relieve the LLC of any liability that it may have to Indemnitee unless and to the extent such failure materially prejudices the interests of the LLC. (ii) With respect to any matter or release Proceeding of which the Board is notified under the preceding paragraph, the LLC shall be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel approved by the Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to the Indemnitee of any rights hereunder. In additionwritten notice of its election to do so, in which case the Indemnitee shall give provide the Company LLC such information and cooperation as it the LLC may reasonably require in connection with such defense and as shall be within the Indemnitee’s power. (b) Any indemnification requested by power to so provide. After delivery of such notice from the LLC to the Indemnitee of its intention to assume the defense of such matter or Proceeding, the Indemnitee’s approval of LLC’s counsel, and the retention of such counsel, the LLC will not be liable to the Indemnitee under Paragraph 3 hereof shall be made no later than 30 calendar days after receipt this Exhibit for any fees and expenses of the written request of Indemnitee; provided that a determination is made within said 30-day period that Indemnitee has met the relevant standards for indemnification set forth in Paragraph 3 hereof (i) counsel subsequently incurred by the stockholders, (ii) by the Board by a majority vote of a quorum consisting of directors who are not parties to such Proceeding, (iii) if such a quorum so orders, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion, or (iv) in the event such a quorum is not obtainable, by Independent Legal Counsel (selected by the Company and approved by Indemnitee, such approval not to be unreasonably withheld) in a written opinion. Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption by clear and convincing evidence in reaching any contrary determination. (c) Notwithstanding a determination under Paragraph 6(b) hereof that Indemnitee is not entitled to indemnification with respect to any specific such matter or Proceeding, other than as provided below. The Indemnitee shall have the right to apply employ his or her own counsel in connection with such matter or Proceeding, but the fees and expenses of such counsel incurred after such notice, approval and retention shall be at the expense of the Indemnitee, unless (A) the employment of counsel by the Indemnitee has been authorized by the Board, (B) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any court of competent jurisdiction significant issue between the LLC and the Exhibit E - 2 Indemnitee in the State conduct of Nevada the defense of such action or (C) the LLC shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel for the purpose of enforcing Indemnitee’s right to indemnification pursuant to this Agreement, which determination Indemnitee shall be made de novoat the expense of the LLC, and Indemnitee except as otherwise expressly provided by this Exhibit. The LLC shall not be prejudiced entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by reason or in the right of the LLC or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (B) above. Notwithstanding any of the foregoing, the LLC shall not be permitted to settle any matter or Proceeding, or any claim, issue or matter therein, on behalf of the Indemnitee, without the prior written consent of the Indemnitee, unless the LLC assumes full and sole responsibility for such settlement and such settlement grants the Indemnitee a determination under Paragraph 6(b) hereof complete and unqualified release in respect of any potential or resulting liability or the Indemnitee is otherwise fully indemnified against all such liability, and the LLC shall not be liable for any amount paid by the Indemnitee in settlement of any Proceeding that he or she is not entitled to indemnification. The burden of proving that indemnification or advances are not appropriate shall be on the Company. Neither the failure of the Company (including the Board, the Company’s stockholders, or Independent Legal Counsel) to have made a determination prior to the commencement of such action that indemnification or advances are proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination defended by the Company (including LLC, unless the BoardLLC has consented to such settlement, the Company’s stockholders, or Independent Legal Counsel) that Indemnitee has which consent shall not met such applicable standard of conduct, shall be a defense to the action or create any presumption that Indemnitee has not met the applicable standard of conductunreasonably withheld. (d) If an initial determination that Indemnitee is entitled to indemnification is made or deemed to have been made pursuant to the terms of this Agreement, the Company shall be bound by such determination, to the extent not prohibited by the NRS in the absence of (i) a misrepresentation or omission of a material fact by Indemnitee in the request for indemnification or (ii) a specific finding (which has become final) by a court of competent jurisdiction that all or any part of such indemnification is expressly prohibited by law. (e) The Company shall indemnify Indemnitee against all Expenses incurred in connection with any hearing or proceeding under this Paragraph 6 unless a court of competent jurisdiction finds that each of the claims and/or defenses of Indemnitee in any such proceeding was frivolous or made in bad faith.

Procedure for Indemnification. (a) Promptly after receipt by Indemnitee of notice The Company shall, within 20 days of the commencement of or the threat of commencement of any Proceeding, Indemnitee shall, if Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company in writing of the commencement or threat of commencement thereof. The written notification to the Company shall be addressed to the Board and shall include documentation or information which is necessary for the determination of entitlement to indemnification and which is reasonably available to Indemnitee. Delay in so notifying the Company shall not constitute a waiver or release by Indemnitee of any rights hereunder. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s power. (b) Any indemnification requested by Indemnitee under Paragraph 3 hereof shall be made no later than 30 calendar days after receipt of a notice from Director (the written “Notice Effective Date”) seeking indemnification hereunder, appoint a Reviewing Party to review the request of Indemnitee; provided that a determination is made within said 30-day period that Indemnitee has met the relevant standards for indemnification set forth in Paragraph 3 hereof indemnification. “Reviewing Party” means either (i) by any person or body consisting of a member or members of the stockholdersBoard of Directors, (ii) ii)any other person or body appointed by the Board by of Directors who is not a majority vote of a quorum consisting of directors who are not parties party to such Proceedingthe particular Claim for which Director is seeking indemnification, or (iii) if such a quorum so orders, by Independent Legal Counsel (as defined in Schedule “A”). The Reviewing Party shall be selected by the Company and approved by IndemniteeBoard of Directors unless there has been a Change in Control since the effective date of this Agreement, such approval not to in which case the Reviewing Party shall be unreasonably withheld) in a written opinion, or (iv) in the event such a quorum is not obtainable, by Independent Legal Counsel (selected by Counsel. The Reviewing Party shall review the Company Claim for which Director is seeking indemnification and approved by Indemnitee, such approval not to be unreasonably withheld) shall make a determination in a written opinionwriting within 30 days of the Notice Effective Date. Upon making a request for indemnification, Indemnitee Director shall be presumed to be entitled to indemnification under this Agreement and hereunder unless the Company Reviewing Party shall have the burden of proof to overcome determined that presumption by clear and convincing evidence in reaching any contrary determination. (c) Notwithstanding a determination under Paragraph 6(b) hereof that Indemnitee Director is not entitled permitted to indemnification with respect under applicable law or the Articles of Association. If, after such 30 days have passed, there has been no determination by the Reviewing Party or if the Reviewing Party determines that Director is not permitted to any specific Proceedingbe indemnified in whole or in part, Indemnitee Director shall have the right to apply to commence litigation, in any court of competent jurisdiction in selected by Director, seeking an initial determination by a court or challenging any such determination by the State of Nevada for the purpose of enforcing Indemnitee’s right to indemnification pursuant to this Agreement, which determination shall be made de novoReviewing Party or any aspect thereof, and Indemnitee the Company hereby consents to service of process and to appear in any such proceeding. In any such proceeding, no determination by the Reviewing Party shall not bind the court or create any presumptions with respect toDirector’s beliefs or Director’s standard of conduct. Any determination by the Reviewing Party shall otherwise be prejudiced by reason of a determination under Paragraph 6(b) hereof that he or she is not entitled to indemnification. The burden of proving that indemnification or advances are not appropriate shall be conclusive and binding on the Company. Neither the failure of the Company (including the Board, the Company’s stockholders, or Independent Legal Counsel) to have made a determination prior to the commencement of such action that indemnification or advances are proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including the Board, the Company’s stockholders, or Independent Legal Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create any presumption that Indemnitee has not met the applicable standard of conduct. (d) If an initial determination that Indemnitee is entitled to indemnification is made or deemed to have been made pursuant to the terms of this Agreement, the Company shall be bound by such determination, to the extent not prohibited by the NRS in the absence of (i) a misrepresentation or omission of a material fact by Indemnitee in the request for indemnification or (ii) a specific finding (which has become final) by a court of competent jurisdiction that all or any part of such indemnification is expressly prohibited by law. (e) The Company shall indemnify Indemnitee against all Expenses incurred in connection with any hearing or proceeding under this Paragraph 6 unless a court of competent jurisdiction finds that each of the claims and/or defenses of Indemnitee in any such proceeding was frivolous or made in bad faith.