Common use of Determination of Right to Indemnification Clause in Contracts

Determination of Right to Indemnification. (a) To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding referred to in Section 4(a) or 4(b) of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses actually and reasonably incurred by him in connection with the investigation, defense, or appeal of such Proceeding. (b) In the event that Section 8(a) is inapplicable, the Company shall also indemnify the Indemnitee unless, and only to the extent that, the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) below that indemnification is not required pursuant to Sections 4 and 10 hereof. (c) The Indemnitee shall be entitled to select the forum in which the validity of the Company's claim under Section 8(b) hereof that the Indemnitee is not entitled to indemnification will be heard from among the following: (1) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2) The stockholders of the Company; (3) Legal counsel selected by the Indemnitee, and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or (4) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected. (d) As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee's choice of forum pursuant to Section 8(c) above, there shall be submitted to such forum as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any forum listed in Section 8(c) hereof that Indemnitee is not entitled to indemnification with respect to a specific Proceeding, the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, to apply to the Court of Chancery of Delaware, the court in which that Proceeding is or was pending, or any other court of competent jurisdiction, for the purpose of enforcing the Indemnitee's right to indemnification pursuant to this Agreement. (f) Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses incurred by the Indemnitee in connection with any hearing or Proceeding under this Section 8 involving the Indemnitee and against all Expenses incurred by the Indemnitee in connection with any other Proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement 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.

Determination of Right to Indemnification. (a) 8.1 To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a) 4.1 or 4(b) 4.2 of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him in connection with the investigation, defense, defense or appeal of such Proceedingproceeding, or such claim, issue or matter, as the case may be. (b) 8.2 In the event that Section 8(a) 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall also nonetheless indemnify the Indemnitee unless, and only to the extent that, unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) 8.3 below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) 8.3 The Indemnitee shall be entitled to select the forum in which the validity of the Company's claim under Section 8(b) 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following, except that the Indemnitee can select a forum consisting of the stockholders of the Company only with the approval of the Company: (1a) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2b) The stockholders of the Company; (3c) Legal counsel selected mutually agreed upon by the Indemnitee, Indemnitee and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or; (4d) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected; or (e) The Court of Chancery of Delaware or other court having jurisdiction of subject matter and the parties. (d) 8.4 As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee's choice of forum has been selected pursuant to Section 8(c) 8.3 above, there shall be submitted the Company shall, at its own expense, submit to such the selected forum as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any 8.5 If the forum listed selected in accordance with Section 8(c) 8.3 hereof that Indemnitee is not entitled to indemnification with respect to a specific Proceedingcourt, then after the final decision of such forum is rendered, the Company or the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of Delaware, the court in which that Proceeding the proceeding giving rise to the Indemnitee's claim for indemnification is or was pending, pending or any other court of competent jurisdiction, for the purpose of enforcing appealing the Indemnitee's decision of such forum, provided that such right is executed within sixty (60) days after the final decision of such forum is rendered. If the forum selected in accordance with Section 8.3 hereof is a court, then the rights of the Company or the Indemnitee to indemnification pursuant to this Agreementappeal any decision of such court shall be governed by the applicable laws and rules governing appeals of the decision of such court. (f) 8.6 Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) 8.1. To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a) 4.1 or 4(b) 4.2 of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him in connection with the investigation, defense, defense or appeal of such Proceedingproceeding, or such claim, issue or matter, as the case may be, including without limitation Indemnitee’s attorneys’ fees. (b) 8.2. In the event that Section 8(a) 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall also nonetheless indemnify the Indemnitee unless, and only to the extent that, unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) 8.3 below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) 8.3. The Indemnitee shall be entitled to select the forum in which the validity of the Company's ’s claim under Section 8(b) 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following: (1a) A a quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2b) The the stockholders of the Company, provided however that the Indemnitee can select a forum consisting of the stockholders of the Company only with the approval of the Company; (3c) Legal legal counsel selected mutually agreed upon by the Indemnitee, Indemnitee and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or; (4d) A a panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected; or (e) the Court of Chancery of Delaware or other court having jurisdiction of subject matter and the parties. (d) 8.4. As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee's choice of forum has been selected pursuant to Section 8(c) 8.3 above, there shall be submitted the Company shall, at its own expense, submit to such the selected forum as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any 8.5. If the forum listed selected in accordance with Section 8(c) 8.3 hereof that Indemnitee is not entitled to indemnification with respect to a specific Proceedingcourt, then after the final decision of such forum is rendered, the Company or the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of Delaware, the court in which that Proceeding the proceeding giving rise to the Indemnitee’s claim for indemnification is or was pending, pending or any other court having jurisdiction of competent jurisdictionsubject matter and the parties, for the purpose of enforcing appealing the Indemnitee's decision of such forum, provided that such right is executed within sixty (60) days after the final decision of such forum is rendered. If the forum selected in accordance with Section 8.3 hereof is a court, then the rights of the Company or the Indemnitee to indemnification pursuant to this Agreementappeal any decision of such court shall be governed by the applicable laws and rules governing appeals of the decision of such court. (f) 8.6. Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a), 4(b) or 4(b4(c) of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him or her in connection with the investigation, defense, or appeal of such Proceedingtherewith. (b) In the event that Section 8(a) is inapplicable, the Company shall also indemnify the Indemnitee unless, and only to the extent that, the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) The Indemnitee shall be entitled to select the forum in which the validity of the Company's ’s claim under Section 8(b) hereof that the Indemnitee is not entitled to indemnification will be heard from among the following: (1) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2) The stockholders of the Company; (3) Legal counsel selected by the Indemnitee, Indemnitee and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or; (4) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected. (d) As soon as practicable, and in no event later than thirty (30) 30 days after written notice of the Indemnitee's ’s choice of forum pursuant to Section 8(c) above, there shall be submitted the Company shall, at its own expense, submit to the selected forum in such forum manner as the Indemnitee or the Indemnitee's ’s counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, ; and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any forum listed in Section 8(c) hereof that the Indemnitee is not entitled to indemnification with respect to a specific Proceedingproceeding, the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of Delaware, the court in which that Proceeding proceeding is or was pending, pending or any other court of competent jurisdiction, for the purpose of enforcing the Indemnitee's ’s right to indemnification pursuant to this the Agreement. (f) Notwithstanding any other provision in this Agreement to the contrary, the The Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) 8.1 To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a) 4.1 or 4(b) 4.2 of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him in connection with the investigation, defense, defense or appeal of such Proceedingproceeding, or such claim, issue or matter, as the case may be. (b) 8.2 In the event that Section 8(a) 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall also nonetheless indemnify the Indemnitee unless, and only to the extent that, unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) 8.3 below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) 8.3 The Indemnitee shall be entitled to select the forum in which the validity of the Company's claim under Section 8(b) 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following, except ------ that the Indemnitee can select a forum consisting of the stockholders of the Company only with the approval of the Company: (1a) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2b) The stockholders of the Company; (3c) Legal counsel selected mutually agreed upon by the Indemnitee, Indemnitee and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or; (4d) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected; or (e) The Court of Chancery of Delaware or other court having jurisdiction of subject matter and the parties. (d) 8.4 As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee's choice of forum has been selected pursuant to Section 8(c) 8.3 above, there shall be submitted the Company shall, at its own expense, submit to such the selected forum as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any 8.5 If the forum listed selected in accordance with Section 8(c) 8.3 hereof that Indemnitee is not entitled to indemnification with respect to a specific Proceedingcourt, then after the final decision of such forum is rendered, the Company or the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of Delaware, the court in which that Proceeding the proceeding giving rise to the Indemnitee's claim for indemnification is or was pending, pending or any other court of competent jurisdiction, for the purpose of enforcing appealing the Indemnitee's decision of such forum, provided -------- that such right is executed within sixty (60) days after the final decision of such forum is rendered. If the forum selected in accordance with Section 8.3 hereof is a court, then the rights of the Company or the Indemnitee to indemnification pursuant to this Agreementappeal any decision of such court shall be governed by the applicable laws and rules governing appeals of the decision of such court. (f) 8.6 Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) 8.1 To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a) 4.1 or 4(b) 4.2 of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him or her in connection with the investigation, defense, defense or appeal of such Proceedingproceeding, or such claim, issue or matter, as the case may be. (b) 8.2 In the event that Section 8(a) 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall also nonetheless indemnify the Indemnitee unless, and only to the extent that, unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) 8.3 below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) 8.3 The Indemnitee shall be entitled to select the forum in which the validity of the Company's ’s claim under Section 8(b) 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following, except that the Indemnitee can select a forum consisting of the stockholders of the Company only with the approval of the Company: (1a) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2b) The stockholders of the Company; (3c) Legal counsel selected mutually agreed upon by the Indemnitee, Indemnitee and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or; (4d) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected; or (e) The Court of Chancery of Delaware. (d) 8.4 As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee's choice of forum has been selected pursuant to Section 8(c) 8.3 above, there shall be submitted the Company shall, at its own expense, submit to such the selected forum as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any 8.5 If the forum listed selected in accordance with Section 8(c) 8.3 hereof that Indemnitee is not entitled to indemnification with respect to a specific Proceedingcourt, then after the final decision of such forum is rendered, the Company or the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of Delaware, the court in which that Proceeding is or was pending, or any other court of competent jurisdiction, for the purpose of enforcing appealing the Indemnitee's decision of such forum, provided that such right is executed within sixty (60) days after the final decision of such forum is rendered. If the forum selected in accordance with Section 8.3 hereof is a court, then the rights of the Company or the Indemnitee to indemnification pursuant to this Agreementappeal any decision of such court shall be governed by the applicable laws and rules governing appeals of the decision of such court. (f) 8.6 Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a), 4(b) or 4(b4(c) of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him or her in connection with the investigation, defense, or appeal of such Proceedingtherewith. (b) In the event that Section 8(a) is inapplicable, the Company shall also indemnify the Indemnitee unless, and only to the extent that, the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) The Indemnitee shall be entitled to select the forum in which the validity of the Company's ’s claim under Section 8(b) hereof that the Indemnitee is not entitled to indemnification will be heard from among the following: (1i) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2ii) The stockholders of the Company; (3iii) Legal counsel selected by the Indemnitee, Indemnitee and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or; (4iv) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected. (d) As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee's ’s choice of forum pursuant to Section 8(c) above, there shall be submitted the Company shall, at its own expense, submit to the selected forum in such forum manner as the Indemnitee or the Indemnitee's ’s counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, ; and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any forum listed in Section 8(c) hereof that the Indemnitee is not entitled to indemnification with respect to a specific Proceedingproceeding, the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of Delaware, the court in which that Proceeding proceeding is or was pending, pending or any other court of competent jurisdiction, for the purpose of enforcing the Indemnitee's ’s right to indemnification pursuant to this the Agreement. (f) Notwithstanding any other provision in this Agreement to the contrary, the The Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a), 4(b) or 4(b4(c) of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him or her in connection with the investigation, defense, or appeal of such Proceedingtherewith. (b) In the event that Section 8(a) is inapplicable, the Company shall also indemnify the Indemnitee unless, and only to the extent that, the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) The Indemnitee shall be entitled to select the forum in which the validity of the Company's ’s claim under Section 8(b) hereof that the Indemnitee is not entitled to indemnification will be heard from among the following: (1) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2) The stockholders of the Company; (3) Legal counsel selected by the Indemnitee, Indemnitee and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or; (4) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected. (d) As soon as practicable, and in no event later than thirty (30) 30 days after written notice of the Indemnitee's ’s choice of forum pursuant to Section 8(c) above, there shall be submitted the Company shall, at its own expense, submit to the selected forum in such forum manner as the Indemnitee or the Indemnitee's ’s counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, ; and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any forum listed in Section 8(c) hereof that the Indemnitee is not entitled to indemnification with respect to a specific Proceedingproceeding, the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of Delaware, the court in which that Proceeding proceeding is or was pending, pending or any other court of competent jurisdiction, for the purpose of enforcing the Indemnitee's ’s right to indemnification pursuant to this the Agreement. (f) Notwithstanding any other provision in this Agreement to the contrary, the The Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) 8.1 To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a) 4.1 or 4(b) 4.2 of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him in connection with the investigation, defense, defense or appeal of such Proceedingproceeding, or such claim, issue or matter, as the case may be. (b) 8.2 In the event that Section 8(a) 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall also nonetheless indemnify the Indemnitee unless, and only to the extent that, unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) 8.3 below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) 8.3 The Indemnitee shall be entitled to select the forum in which the validity of the Company's ’s claim under Section 8(b) 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following, except that the Indemnitee can select a forum consisting of the stockholders of the Company only with the approval of the Company: (1a) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2b) The stockholders of the Company; (3c) Legal counsel selected mutually agreed upon by the Indemnitee, Indemnitee and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or; (4d) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected; or (e) The Court of Chancery of Delaware or other court having jurisdiction of subject matter and the parties. (d) 8.4 As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee's choice of forum has been selected pursuant to Section 8(c) 8.3 above, there shall be submitted the Company shall, at its own expense, submit to such the selected forum as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any 8.5 If the forum listed selected in accordance with Section 8(c) 8.3 hereof that Indemnitee is not entitled to indemnification with respect to a specific Proceedingcourt, then after the final decision of such forum is rendered, the Company or the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of Delaware, the court in which that Proceeding the proceeding giving rise to the Indemnitee’s claim for indemnification is or was pending, pending or any other court of competent jurisdiction, for the purpose of enforcing appealing the Indemnitee's decision of such forum, provided that such right is executed within sixty (60) days after the final decision of such forum is rendered. If the forum selected in accordance with Section 8.3 hereof is a court, then the rights of the Company or the Indemnitee to indemnification pursuant to this Agreementappeal any decision of such court shall be governed by the applicable laws and rules governing appeals of the decision of such court. (f) 8.6 Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding referred to in Section 4(a) or 4(b) of Any indemnification under this Agreement or in the defense of any claim, issue or matter described therein, shall be made by the Company shall indemnify the Indemnitee against Expenses actually and reasonably incurred by him in connection with the investigation, defense, or appeal unless a determination is made that indemnification of such Proceeding. (b) In the event that Section 8(a) is inapplicable, the Company shall also indemnify the Indemnitee unless, and only to the extent that, the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) below that indemnification is not required pursuant to Sections 4 and 10 hereof. (c) The Indemnitee shall be entitled to select the forum in which the validity of the Company's claim under Section 8(b) hereof that the Indemnitee is not entitled to indemnification will proper in the circumstances because he has not met the applicable standards of conduct set forth in Sections 1 or 2, as applicable, hereof. Any such determination shall be heard from among the following: made (1i) A quorum by a majority vote of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; Proceeding in question (2“disinterested directors”), even if less than a quorum, (ii) The by a majority vote of a committee of disinterested directors designated by majority vote of disinterested directors, even if less than a quorum, (iii) by a vote of stockholders who are not at that time parties to the Proceeding in question holding a majority of the Company; (3) Legal counsel selected by the Indemnitee, and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or (4) A panel outstanding shares of three (3) arbitrators, one (1) stock of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected. (d) As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee's choice of forum pursuant to Section 8(c) above, there shall be submitted to such forum as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not all classes entitled to indemnificationvote on the matter, and the Company shall act in the utmost good faith to assure the Indemnitee voting as a complete opportunity to defend against such claim. single class, (eiv) Notwithstanding a determination by any forum listed in Section 8(c) hereof that Indemnitee is not entitled to indemnification with respect to a specific Proceeding, the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, to apply to the Court of Chancery of Delaware, the court in which that Proceeding is or was pendingindependent legal counsel, or any other (v) by a court of competent jurisdiction; provided, for however, that if a Change in Control has occurred, the purpose of enforcing the determination with respect to Indemnitee's ’s right to indemnification pursuant to this Agreement. (f) Notwithstanding any other provision in this Agreement to the contrary, shall be made only by independent legal counsel selected by Indemnitee and approved by the Company (which approval shall indemnify the Indemnitee against all Expenses incurred by the Indemnitee in connection with any hearing not be unreasonably delayed, conditioned or Proceeding under this Section 8 involving the Indemnitee and against all Expenses incurred by the Indemnitee in connection with any withheld). Such counsel, among other Proceeding between things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the Indemnitee involving the interpretation or enforcement reasonable fees of the rights independent legal counsel and to indemnify fully such counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of the Indemnitee under or relating to this Agreement 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 faithits engagement pursuant hereto.

Determination of Right to Indemnification. (a) 8.1 To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a) 4.1 or 4(b) 4.2 of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him in connection with the investigation, defense, defense or appeal of such Proceedingproceeding, or such claim, issue or matter, as the case may be. (b) 8.2 In the event that Section 8(a) 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall also nonetheless indemnify the Indemnitee unless, and only to the extent that, unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) 8.3 below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) 8.3 The Indemnitee shall be entitled to select the forum in which the validity of the Company's claim under Section 8(b) 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following: (1a) A a quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2b) The the stockholders of the Company, provided however that the Indemnitee can select a forum consisting of the stockholders of the Company only with the approval of the Company; (3c) Legal legal counsel selected mutually agreed upon by the Indemnitee, Indemnitee and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or; (4d) A a panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected; or (e) the Court of Chancery of Delaware or other court having jurisdiction of subject matter and the parties. (d) 8.4 As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee's choice of forum has been selected pursuant to Section 8(c) 8.3 above, there shall be submitted the Company shall, at its own expense, submit to such the selected forum as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any 8.5 If the forum listed selected in accordance with Section 8(c) 8.3 hereof that Indemnitee is not entitled to indemnification with respect to a specific Proceedingcourt, then after the final decision of such forum is rendered, the Company or the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of Delaware, the court in which that Proceeding the proceeding giving rise to the Indemnitee's claim for indemnification is or was pending, pending or any other court having jurisdiction of competent jurisdictionsubject matter and the parties, for the purpose of enforcing appealing the Indemnitee's decision of such forum, provided that such right is executed within sixty (60) days after the final decision of such forum is rendered. If the forum selected in accordance with Section 8.3 hereof is a court, then the rights of the Company or the Indemnitee to indemnification pursuant to this Agreementappeal any decision of such court shall be governed by the applicable laws and rules governing appeals of the decision of such court. (f) 8.6 Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) 8.1 To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a) 4.1 or 4(b) 4.2 of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him or her in connection with the investigation, defense, defense or appeal of such Proceedingproceeding, or such claim, issue or matter, as the case may be. (b) 8.2 In the event that Section 8(a) 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall also nonetheless indemnify the Indemnitee unless, and only to the extent that, unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) 8.3 below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) 8.3 The Indemnitee shall be entitled to select the forum in which the validity of the Company's claim under Section 8(b) 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following, except that the Indemnitee can select a forum consisting of the stockholders of the Company only with the approval of the Company: (1a) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2b) The stockholders of the Company; (3c) Legal counsel selected mutually agreed upon by the Indemnitee, Indemnitee and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or; (4d) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected; or (e) The Court of Chancery of Delaware. (d) 8.4 As soon as practicable, and in no event later than thirty (30) 30 days after written notice of the Indemnitee's choice of forum has been selected pursuant to Section 8(c) 8.3 above, there shall be submitted the Company shall, at its own expense, submit to such the selected forum as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any 8.5 If the forum listed selected in accordance with Section 8(c) 8.3 hereof that Indemnitee is not entitled to indemnification with respect to a specific Proceedingcourt, then after the final decision of such forum is rendered, the Company or the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of Delaware, the court in which that Proceeding is or was pending, or any other court of competent jurisdiction, for the purpose of enforcing appealing the Indemnitee's decision of such forum, provided that such right is executed within 60 days after the final decision of such forum is rendered. If the forum selected in accordance with Section 8.3 hereof is a court, then the rights of the Company or the Indemnitee to indemnification pursuant to this Agreementappeal any decision of such court shall be governed by the applicable laws and rules governing appeals of the decision of such court. (f) 8.6 Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) 8.1 To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a) 4.1 or 4(b) 4.2 of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him in connection with the investigation, defense, defense or appeal of such Proceedingproceeding, or such claim, issue or matter, as the case may be. (b) 8.2 In the event that Section 8(a) 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall also nonetheless indemnify the Indemnitee unless, and only to the extent that, unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) 8.3 below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) 8.3 The Indemnitee shall be entitled to select the forum in which the validity of the Company's claim under Section 8(b) 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following: (1a) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2b) The stockholders of the Company, provided however that the Indemnitee can select a forum consisting of the stockholders of the Company only with the approval of the Company; (3c) Legal counsel selected mutually agreed upon by the Indemnitee, Indemnitee and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or; (4d) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected; or (e) The Court of Chancery of Delaware or other court having jurisdiction of subject matter and the parties. (d) 8.4 As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee's choice of forum has been selected pursuant to Section 8(c) 8.3 above, there shall be submitted the Company shall, at its own expense, submit to such the selected forum as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any 8.5 If the forum listed selected in accordance with Section 8(c) 8.3 hereof that Indemnitee is not entitled to indemnification with respect to a specific Proceedingcourt, then after the final decision of such forum is rendered, the Company or the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of Delaware, the court in which that Proceeding the proceeding giving rise to the Indemnitee's claim for indemnification is or was pending, pending or any other court having jurisdiction of competent jurisdictionsubject matter and the parties, for the purpose of enforcing appealing the Indemnitee's decision of such forum, provided that such right is executed within sixty (60) days after the final decision of such forum is rendered. If the forum selected in accordance with Section 8.3 hereof is a court, then the rights of the Company or the Indemnitee to indemnification pursuant to this Agreementappeal any decision of such court shall be governed by the applicable laws and rules governing appeals of the decision of such court. (f) 8.6 Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a), 4(b) or 4(b4(c) of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him or her in connection with the investigation, defense, or appeal of such Proceedingtherewith. (b) In the event that Section 8(a) is inapplicable, the Company shall also indemnify the Indemnitee unless, and only to the extent that, the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) The Indemnitee shall be entitled to select the forum in which the validity of the Company's ’s claim under Section 8(b) hereof that the Indemnitee is not entitled to indemnification will be heard from among the following: (1) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2) The stockholders of the Company; (3) Legal counsel selected by the Indemnitee, Indemnitee and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or; (4) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected. (d) As soon as practicable, and in no event later than thirty (30) 30 days after written notice of the Indemnitee's ’s choice of forum pursuant to Section 8(c) above, there shall be submitted the Company shall, at its own expense, submit to the selected forum in such forum manner as the Indemnitee or the Indemnitee's ’s counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, ; and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any forum listed in Section 8(c) hereof that the Indemnitee is not entitled to indemnification with respect to a specific Proceedingproceeding, the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of Delawarea Texas District Court, the court in which that Proceeding proceeding is or was pending, pending or any other court of competent jurisdiction, for the purpose of enforcing the Indemnitee's ’s right to indemnification pursuant to this the Agreement. (f) Notwithstanding any other provision in this Agreement to the contrary, the The Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) 8.1 To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a) 4.1 or 4(b) 4.2 of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him or her in connection with the investigation, defense, defense or appeal of such Proceedingproceeding, or such claim, issue or matter, as the case may be. (b) 8.2 In the event that Section 8(a) 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall also nonetheless indemnify the Indemnitee unless, and only to the extent that, unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) 8.3 below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) 8.3 The Indemnitee shall be entitled to select the forum in which the validity of the Company's ’s claim under Section 8(b) 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following, except that the Indemnitee can select a forum consisting of the stockholders of the Company only with the approval of the Company: (1a) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2b) The stockholders of the Company; (3c) Legal counsel selected mutually agreed upon by the Indemnitee, Indemnitee and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or; (4d) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected; or (e) The Court of Chancery of Nevada. (d) 8.4 As soon as practicable, and in no event later than thirty (30) 30 days after written notice of the Indemnitee's choice of forum has been selected pursuant to Section 8(c) 8.3 above, there shall be submitted the Company shall, at its own expense, submit to such the selected forum as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any 8.5 If the forum listed selected in accordance with Section 8(c) 8.3 hereof that Indemnitee is not entitled to indemnification with respect to a specific Proceedingcourt, then after the final decision of such forum is rendered, the Company or the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court State Courts of Chancery the State of Delaware, the court in which that Proceeding is or was pending, or any other court of competent jurisdictionNevada, for the purpose of enforcing appealing the Indemnitee's decision of such forum, provided that such right is executed within 60 days after the final decision of such forum is rendered. If the forum selected in accordance with Section 8.3 hereof is a court, then the rights of the Company or the Indemnitee to indemnification pursuant to this Agreementappeal any decision of such court shall be governed by the applicable laws and rules governing appeals of the decision of such court. (f) 8.6 Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) 8.1 To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a) 4.1 or 4(b) 4.2 of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him in connection with the investigation, defense, defense or appeal of such Proceedingproceeding, or such claim, issue or matter, as the case may be. (b) 8.2 In the event that Section 8(a) 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall also nonetheless indemnify the Indemnitee unless, and only to the extent that, unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) 8.3 below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) 8.3 The Indemnitee shall be entitled to select the forum in which the validity of the Company's claim under Section 8(b) 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following, EXCEPT that the Indemnitee can select a forum consisting of the stockholders of the Company only with the approval of the Company: (1a) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2b) The stockholders of the Company; (3c) Legal counsel selected mutually agreed upon by the Indemnitee, Indemnitee and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or; (4d) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected; or (e) The Court of Chancery of Delaware or other court having jurisdiction of subject matter and the parties. (d) 8.4 As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee's choice of forum has been selected pursuant to Section 8(c) 8.3 above, there shall be submitted the Company shall, at its own expense, submit to such the selected forum as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any 8.5 If the forum listed selected in accordance with Section 8(c) 8.3 hereof that Indemnitee is not entitled to indemnification with respect to a specific Proceedingcourt, then after the final decision of such forum is rendered, the Company or the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of Delaware, the court in which that Proceeding the proceeding giving rise to the Indemnitee's claim for indemnification is or was pending, pending or any other court of competent jurisdiction, for the purpose of enforcing appealing the Indemnitee's decision of such forum, PROVIDED that such right is executed within sixty (60) days after the final decision of such forum is rendered. If the forum selected in accordance with Section 8.3 hereof is a court, then the rights of the Company or the Indemnitee to indemnification pursuant to this Agreementappeal any decision of such court shall be governed by the applicable laws and rules governing appeals of the decision of such court. (f) 8.6 Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a) ), 4(b), or 4(b4(c) of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him in connection with the investigation, defense, defense or appeal of such Proceedingproceeding. (b) In the event that Section 8(a) is inapplicable, the Company shall also indemnify the Indemnitee unless, and only to the extent that, the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) The Indemnitee shall be entitled to select the forum in which the validity of the Company's claim under Section 8(b) hereof that the Indemnitee is not entitled to indemnification will be heard from among the following: (1) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2) The stockholders of the Company; (3) Legal counsel selected by the Indemnitee, and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or. (4) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected. (d) As soon as practicable, and in no event later than thirty (30) 30 days after written notice of the Indemnitee's choice of forum pursuant to Section 8(c) above, there shall be submitted the Company shall, at its own expense, submit to the selected forum in such forum manner as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, ; and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any If the forum listed in Section 8(c) hereof selected by Indemnitee determines that Indemnitee is entitled to indemnification with respect to a specific proceeding, such determination shall be final and binding on the Company. If the forum listed in Section 8(c) hereof selected by Indemnitee determines that Indemnitee is not entitled to indemnification with respect to a specific Proceedingproceeding, the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of Delaware, the court in which that Proceeding proceeding is or was pending, pending or any other court of competent jurisdiction, for the purpose of enforcing the Indemnitee's right to indemnification pursuant to this the Agreement. (f) Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) 8.1 To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a) 4.1 or 4(b) 4.2 of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him in connection with the investigation, defense, defense or appeal of such Proceedingproceeding, or such claim, issue or matter, as the case may be. (b) 8.2 In the event that Section 8(a) 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall also nonetheless indemnify the Indemnitee unless, and only to the extent that, unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) 8.3 below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) 8.3 The Indemnitee shall be entitled to select the forum in which the validity of the Company's claim under Section 8(b) 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following, except that the Indemnitee can select a forum consisting of the stockholders of the Company only with the approval of the Company: (1a) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2b) The stockholders of the Company; (3c) Legal counsel selected by the Indemnitee, and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or (4d) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee Indemnitee, and the last of whom is selected by the first two (2) arbitrators so selected. (d) 8.4 As soon as practicable, and in no event later than thirty (30) 30 days after written notice of the Indemnitee's choice of forum pursuant to Section 8(c) 8.3 above, there shall be submitted the Company shall, at its own expense, submit to the selected forum in such forum manner as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, ; and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any 8.5 If the forum listed in Section 8(c) 8.3 hereof selected by the Indemnitee determines that the Indemnitee is entitled to indemnification with respect to a specific proceeding, such determination shall be final and binding on the Company. If the forum listed in Section 8.3 hereof selected by the Indemnitee determines that the Indemnitee is not entitled to indemnification with respect to a specific Proceedingproceeding, the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of Delaware, the court in which that Proceeding proceeding is or was pending, pending or any other court of competent jurisdiction, for the purpose of determining whether the Indemnitee is entitled to indemnification and enforcing the Indemnitee's right to indemnification pursuant to this the Agreement. (f) 8.6 Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section Sections 4(a) or 4(b) of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him or her in connection with the investigation, defense, or appeal of such Proceedingproceeding. (b) In the event that Section 8(a) is inapplicable, the Company shall also indemnify the Indemnitee pursuant to the terms hereof unless, and only to the extent that, the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) The Indemnitee shall be entitled to select the forum in which the validity of the Company's ’s claim under Section 8(b) hereof that the Indemnitee is not entitled to indemnification will be heard from among the following: (1) A quorum majority vote of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought, even though less than a quorum; (2) The stockholders of the Company; (3) Legal counsel selected by the Indemnitee, and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or (4) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected. (d) As soon as practicable, and in no event later than thirty (30) 30 days after written notice of the Indemnitee's Indemnitor’s choice of forum pursuant to Section 8(c) above, there shall be submitted the Company shall, at its own expense, submit to the selected forum in such forum manner as the Indemnitee or the Indemnitee's ’s counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, ; and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any a forum listed in Section 8(c) hereof that the Indemnitee is not entitled to indemnification with respect to a specific Proceedingproceeding, the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of Delaware, the court in which that Proceeding proceeding is or was pending, or any other court of competent jurisdiction, for the purpose of enforcing the Indemnitee's ’s right to indemnification pursuant to this Agreement. In any such proceeding pursuant to this Section 8(e), the Indemnitee shall be presumed to be entitled to indemnification under this Agreement, the Company shall have the burden of proving the Indemnitee is not entitled to indemnification and the Company may not refer to or introduce evidence of any determination pursuant to Section 8(c) adverse to the Indemnitee for any purpose. If a determination is made that the Indemnitee is entitled to indemnification pursuant to Section 8(c), the Company shall be bound by such determination in any proceeding commenced pursuant to this Section 8(e), absent (i) a misstatement by the Indemnitee of a material fact or an omission of a material fact necessary to make the Indemnitee’s statements in connection with the request for indemnification not materially misleading or (ii) a prohibition of such indemnification under law. The Company shall be precluded from asserting in any proceeding commenced pursuant to this Section 8(e) that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such proceeding that the Company is bound by all the provisions of this Agreement. (f) Notwithstanding any other provision in this Agreement to the contrary, to the fullest extent permitted by law (i) the Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding between the Company and proceeding by the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless or the establishment or enforcement of a court of competent jurisdiction finds that each of right to indemnification under the claims and/or defenses of Certificate, the Bylaws, D&O Insurance, or any statute or law, including Section 145, and (ii) the Company shall advance such expenses to the Indemnitee as provided in Section 6. (g) All payments of expenses, including any expense advance, and other amounts by the Company to the Indemnitee pursuant to this Agreement shall be made as soon as practicable after a written request or demand therefor by the Indemnitee is presented to the Company, but in no event later than thirty (30) days after (i) such Proceeding was frivolous request or demand is presented or (ii) such later date as a determination of entitlement to indemnification is made in bad faithaccordance with Section 8(c), if applicable; provided, that an expense advance shall be made within the time provided in Section 6.

Determination of Right to Indemnification. (a) To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding referred to in Section 4(a) or 4(b) of this Agreement 4 hereof or in the defense of any claim, issue or matter described thereintherein or in Section 3 hereof, the Company shall indemnify the Indemnitee against Expenses actually and reasonably incurred by him or her in connection with the investigation, defense, or appeal of such Proceeding. (b) In . If the event that Section 8(a) is inapplicableIndemnitee has not been successful on the merits or otherwise in any such defense, the Company also shall also indemnify the Indemnitee unless, and only to the extent that, the Indemnitee has not met the applicable standard of conduct under the Corporation Act as it now exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment). (b) The determination as to whether the Indemnitee is entitled to indemnification shall prove be made as follows: (1) if requested by clear and convincing evidence to the Indemnitee, by Independent Legal Counsel selected by the Indemnitee with the consent of the Company (which consent shall not be unreasonably withheld) or (2) if no request is made by the Indemnitee for a forum listed in Section 8(cdetermination by Independent Legal Counsel (i) below that indemnification by a quorum or committee of the Board of Directors of the Company consisting of Disinterested Directors or (ii) if such quorum or committee is not required pursuant to Sections 4 and 10 hereofobtainable or, even if obtainable, if a quorum or committee of Disinterested Directors so directs, by Independent Legal Counsel in a written opinion. (c) The Indemnitee shall be entitled to select the forum in which the validity of the Company's claim under Section 8(b) hereof that the Indemnitee is not entitled to indemnification will be heard from among the following: (1) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2) The stockholders of the Company; (3) Legal counsel selected by the Indemnitee, and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or (4) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected. (d) As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee's choice of forum pursuant to Section 8(c) above, there shall be submitted to such forum as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any forum listed in Section 8(c) hereof that the Indemnitee is not entitled to indemnification with respect to a specific Proceeding, the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of Delaware, the court in which that Proceeding is or was pending, or any other court of competent jurisdiction, jurisdiction for the purpose of enforcing the Indemnitee's right to indemnification or the advance payment of Expenses pursuant to this Agreement, the Articles, the Bylaws or Article 2.02-1 of the Corporation Act. The burden of proof shall be on the Company in any such suit to demonstrate that the Indemnitee is not entitled to indemnification or advance payment of Expenses. The Indemnitee's Expenses incurred in successfully establishing his right to indemnification or advancement of Expenses, in whole or in part, in any such action (or settlement thereof) shall be paid by the Company. (fd) Notwithstanding any other provision anything in this Agreement Section 3 or Section 4 hereof to the contrary, the Company shall indemnify the Indemnitee against all not be liable under this Agreement to make any indemnity payment or advancement of Expenses incurred by the Indemnitee in connection with any hearing Proceeding (i) to the extent that payment is actually made, within the time frame contemplated by this Agreement, to or Proceeding under this Section 8 involving the Indemnitee and against all Expenses incurred by the Indemnitee in connection with any other Proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights on behalf of the Indemnitee under an insurance policy, except in respect of any amount in excess of the limits of liability of such policy or any applicable deductible under such policy, (ii) to the extent that payment has been or will, within the time frame contemplated by this Agreement, be made to the Indemnitee by the Company otherwise than pursuant to this Agreement unless or (iii) to the extent that there was a final adjudication by a court of competent jurisdiction finds that each of the claims and/or defenses of the Indemnitee has not met the applicable standard of conduct required to entitle the Indemnitee to indemnification under the Corporation Act as it now exists or may hereafter be amended (but, in the case of any such Proceeding was frivolous or made in bad faithamendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment).

Determination of Right to Indemnification. (a) To the extent the that Indemnitee has shall have been successful on the merits or otherwise in defense of any Proceeding referred to in Section 4(a) Indemnifiable Claim or 4(b) of this Agreement any portion thereof or in the defense of any claim, issue or matter described therein, including without limitation dismissal without prejudice, Indemnitee shall be indemnified against Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim or portion thereof in accordance with Section 2 and no Standard of Conduct Determination (as defined in Section 8(b)) shall be required with respect thereto. (b) To the extent that the provisions of Section 8(a) are inapplicable to an Indemnifiable Claim that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Texas law that is a legally required condition precedent to indemnification of Indemnitee hereunder against Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim (a “Standard of Conduct Determination”) shall be made as follows: (i) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (ii) if such Disinterested Directors so direct, by a majority vote of a committee of Disinterested Directors designated by a majority vote of all Disinterested Directors, or (iii) if Indemnitee so requests, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee. 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. To the fullest extent required or permitted by the laws of the State of Texas, the Company shall indemnify the and hold harmless Indemnitee against Expenses actually and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request, any and reasonably all costs and expenses (including attorneys’ and experts’ fees and expenses) incurred by him Indemnitee in connection so cooperating with the investigation, defense, person or appeal persons making such Standard of such Proceeding. (b) In the event that Section 8(a) is inapplicable, the Company shall also indemnify the Indemnitee unless, and only to the extent that, the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) below that indemnification is not required pursuant to Sections 4 and 10 hereofConduct Determination. (c) The Company shall use its reasonable best efforts to cause any Standard of Conduct Determination required under Section 8(b) to be made as promptly as practicable. If (i) the person or persons empowered or selected under Section 8 to make the Standard of Conduct Determination shall not have made a determination within 30 days after the later of (A) receipt by the Company of written notice from Indemnitee advising the Company 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, and (ii) Indemnitee shall have fulfilled his obligations set forth in the second sentence of Section 8(b), then Indemnitee shall be deemed to have satisfied the applicable standard of conduct; provided that such 30-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 or documentation and/or information relating thereto. (d) If (i) Indemnitee shall be entitled to select the forum in which the validity indemnification hereunder against any Indemnifiable Losses pursuant to Section 8(a), (ii) no determination of the Company's claim whether Indemnitee has satisfied any applicable standard of conduct under Texas law is a legally required condition precedent to indemnification of Indemnitee hereunder against any Indemnifiable Losses, or (iii) Indemnitee has been determined or deemed pursuant to Section 8(b) hereof that the Indemnitee or (c) to have satisfied any applicable standard of conduct under Texas law which is not entitled a legally required condition precedent to indemnification will be heard from among the following: (1) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2) The stockholders of the Company; (3) Legal counsel selected by the IndemniteeIndemnitee hereunder against any Indemnifiable Losses, and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or (4) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected. (d) As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee's choice of forum pursuant to Section 8(c) above, there shall be submitted to such forum as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and then the Company shall act pay to Indemnitee, within five business days after the later of (x) the Notification Date in respect of the utmost good faith Indemnifiable Claim or portion thereof to assure which such Indemnifiable Losses are related, out of which such Indemnifiable Losses arose or from which such Indemnifiable Losses resulted and (y) the Indemnitee a complete opportunity earliest date on which the applicable criterion specified in clause (i), (ii) or (iii) above shall have been satisfied, an amount equal to defend against the amount of such claimIndemnifiable Losses. (e) Notwithstanding If a determination Standard of Conduct Determination is to be made by any forum listed in Section 8(c) hereof that Indemnitee is not entitled to indemnification with respect to a specific Proceeding, the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, to apply to the Court of Chancery of Delaware, the court in which that Proceeding is or was pending, or any other court of competent jurisdiction, for the purpose of enforcing the Indemnitee's right to indemnification Independent Counsel pursuant to this Agreement. (f) Notwithstanding any other provision in this Agreement to the contrarySection 7(b)(i), the Company shall indemnify give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. Indemnitee against all Expenses incurred by may, within five business days after receiving written notice of selection from the Indemnitee Company, deliver to the Company 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 satisfy the criteria set forth in connection the definition of “Independent Counsel” in Section 1(f), and the objection shall set forth with any hearing particularity the factual basis of such assertion. Absent a proper and timely objection, the person or Proceeding firm so selected shall act as Independent Counsel. If such written objection is properly and timely 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 no Independent Counsel that is permitted under the foregoing provisions of this Section 8 involving 7(e) to make the Indemnitee and against all Expenses incurred by the Indemnitee in connection with any other Proceeding between Standard of Conduct Determination shall have been selected within 30 days after the Company and gives its initial notice pursuant to the first sentence of this Section 7(e), Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a may petition any court of competent jurisdiction finds that each for resolution of any objection which shall have been made by Indemnitee to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person or firm selected by the Court or by such other person as the Court shall designate, and the person or firm with respect to whom all objections are so resolved or the person or firm so appointed will act as Independent Counsel. In all events, the Company shall pay all of the claims and/or defenses reasonable fees and expenses of the Indemnitee Independent Counsel incurred in any such Proceeding was frivolous or made in bad faithconnection with the Independent Counsel’s determination pursuant to Section 7(b).

Determination of Right to Indemnification. (a) 8.1 To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a) 4.1 or 4(b) 4.2 of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him or her in connection with the investigation, defense, defense or appeal of such Proceedingproceeding, or such claim, issue or matter, as the case may be. (b) 8.2 In the event that Section 8(a) 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall also nonetheless indemnify the Indemnitee unless, and only to the extent that, unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) 8.3 below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) 8.3 The Indemnitee shall be entitled to select the forum in which the validity of the Company's claim under Section 8(b) 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following, except that the Indemnitee can select a forum consisting of the stockholders of the Company only with the approval of the Company: (1a) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2b) The stockholders of the Company; (3c) Legal counsel selected mutually agreed upon by the Indemnitee, Indemnitee and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or; (4d) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected; or (e) The Court of Chancery of Delaware. (d) 8.4 As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee's choice of forum has been selected pursuant to Section 8(c) 8.3 above, there shall be submitted the Company shall, at its own expense, submit to such the selected forum as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any 8.5 If the forum listed selected in accordance with Section 8(c) 8.3 hereof that Indemnitee is not entitled to indemnification with respect to a specific Proceedingcourt, then after the final decision of such forum is rendered, the Company or the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of Delaware, the court in which that Proceeding is or was pending, or any other court of competent jurisdiction, for the purpose of enforcing appealing the Indemnitee's decision of such forum, provided that such right is executed within sixty (60) days after the final decision of such forum is rendered. If the forum selected in accordance with Section 8.3 hereof is a court, then the rights of the Company or the Indemnitee to indemnification pursuant to this Agreementappeal any decision of such court shall be governed by the applicable laws and rules governing appeals of the decision of such court. (f) 8.6 Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding referred to in Section 4(a), 4(b) or 4(b4(c) of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses actually and reasonably incurred by him or her in connection with the investigation, defense, or appeal of such Proceedingtherewith. (b) In the event that Section 8(a) is inapplicable, the Company shall also indemnify the Indemnitee unless, and only to the extent that, the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) The Indemnitee shall be entitled to select the forum in which the validity of the Company's ’s claim under Section 8(b) hereof that the Indemnitee is not entitled to indemnification will be heard from among the following: (1) A quorum of the Board consisting of directors who are not parties to the proceeding Proceeding for which indemnification is being sought; (2) The stockholders of the Company; (3) Legal counsel selected by the Indemnitee, Indemnitee and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or; (4) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected. (d) As soon as practicable, and in no event later than thirty (30) 30 days after written notice of the Indemnitee's ’s choice of forum pursuant to Section 8(c) above, there shall be submitted the Company shall, at its own expense, submit to the selected forum in such forum manner as the Indemnitee or the Indemnitee's ’s counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, ; and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any forum listed in Section 8(c) hereof that the Indemnitee is not entitled to indemnification with respect to a specific Proceeding, the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of Delaware, the court in which that Proceeding is or was pending, pending or any other court of competent jurisdiction, for the purpose of enforcing the Indemnitee's ’s right to indemnification pursuant to this the Agreement. (f) Notwithstanding any other provision in this Agreement to the contrary, the The Company shall indemnify the Indemnitee against all Expenses incurred by the Indemnitee in connection with any hearing or Proceeding under this Section 8 involving the Indemnitee and against all Expenses incurred by the Indemnitee in connection with any other Proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) 7.1. To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a) 4.1 or 4(b) 4.2 of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him in connection with the investigation, defense, defense or appeal of such Proceedingproceeding, or such claim, issue or matter, as the case may be, including without limitation Indemnitee’s attorneys’ fees. (b) 7.2. In the event that Section 8(a) 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall also nonetheless indemnify the Indemnitee unless, and only to the extent that, unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) 8.3 below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) 7.3. The Indemnitee shall be entitled to select the forum in which the validity of the Company's ’s claim under Section 8(b) 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following: (1a) A a quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2b) The the stockholders of the Company, provided however that the Indemnitee can select a forum consisting of the stockholders of the Company only with the approval of the Company; (3c) Legal legal counsel selected mutually agreed upon by the Indemnitee, Indemnitee and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or; (4d) A a panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected; or (e) the Court of Chancery of Delaware or other court having jurisdiction of subject matter and the parties. (d) 7.4. As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee's choice of forum has been selected pursuant to Section 8(c) 8.3 above, there shall be submitted the Company shall, at its own expense, submit to such the selected forum as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any 7.5. If the forum listed selected in accordance with Section 8(c) 8.3 hereof that Indemnitee is not entitled to indemnification with respect to a specific Proceedingcourt, then after the final decision of such forum is rendered, the Company or the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of Delaware, the court in which that Proceeding the proceeding giving rise to the Indemnitee’s claim for indemnification is or was pending, pending or any other court having jurisdiction of competent jurisdictionsubject matter and the parties, for the purpose of enforcing appealing the Indemnitee's decision of such forum, provided that such right is executed within sixty (60) days after the final decision of such forum is rendered. If the forum selected in accordance with Section 8.3 hereof is a court, then the rights of the Company or the Indemnitee to indemnification pursuant to this Agreementappeal any decision of such court shall be governed by the applicable laws and rules governing appeals of the decision of such court. (f) 7.6. Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) 8.1 To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a) 4.1 or 4(b) 4.2 of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him in connection with the investigation, defense, defense or appeal of such Proceedingproceeding, or such claim, issue or matter, as the case may be. (b) 8.2 In the event that Section 8(a) 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall also nonetheless indemnify the Indemnitee unless, and only to the extent that, unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) 8.3 below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) 8.3 The Indemnitee shall be entitled to select the forum in which the validity of the Company's claim under Section 8(b) 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following, except that the Indemnitee can select a forum consisting of the stockholders of the Company only with the approval of the Company: (1a) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2b) The stockholders of the Company; (3c) Legal counsel selected mutually agreed upon by the Indemnitee, Indemnitee and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or; (4d) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected; or (e) Any court having jurisdiction of subject matter and the parties. (d) 8.4 As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee's choice of forum has been selected pursuant to Section 8(c) 8.3 above, there shall be submitted the Company shall, at its own expense, submit to such the selected forum as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any 8.5 If the forum listed selected in accordance with Section 8(c) 8.3 hereof that Indemnitee is not entitled to indemnification with respect to a specific Proceedingcourt, then after the final decision of such forum is rendered, the Company or the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court court having jurisdiction of Chancery of Delawaresubject matter and the parties, the court in which that Proceeding the proceeding giving rise to the Indemnitee's claim for indemnification is or was pending, pending or any other court of competent jurisdiction, for the purpose of enforcing appealing the Indemnitee's decision of such forum, provided that such right is executed within sixty (60) days after the final decision of such forum is rendered. If the forum selected in accordance with Section 8.3 hereof is a court, then the rights of the Company or the Indemnitee to indemnification pursuant to this Agreementappeal any decision of such court shall be governed by the applicable laws and rules governing appeals of the decision of such court. (f) 8.6 Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) 8.1 To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a) 4.1 or 4(b) 4.2 of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him in connection with the investigation, defense, defense or appeal of such Proceedingproceeding, or such claim, issue or matter, as the case may be. (b) 8.2 In the event that Section 8(a) 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall also nonetheless indemnify the Indemnitee unless, and only to the extent that, unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) 8.3 below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) 8.3 The Indemnitee shall be entitled to select the forum in which the validity of the Company's claim under Section 8(b) 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following, except that the Indemnitee can select a forum consisting of the stockholders of the Company only with the approval of the Company: (1a) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2b) The stockholders of the Company; (3c) Legal counsel selected mutually agreed upon by the Indemnitee, Indemnitee and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or; (4d) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected; or (e) The Court of Chancery of Delaware or other court having jurisdiction of subject matter and the parties. (d) 8.4 As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee's choice of forum has been selected pursuant to Section 8(c) 8.3 above, there shall be submitted the Company shall, at its own expense, submit to such the selected forum as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any 8.5 If the forum listed selected in accordance with Section 8(c) 8.3 hereof that Indemnitee is not entitled to indemnification with respect to a specific Proceedingcourt, then after the final decision of such forum is rendered, the Company or the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of Delaware, the court in which that Proceeding the proceeding giving rise to the Indemnitee's claim for indemnification is or was pending, pending or any other court of competent jurisdiction, for the purpose of enforcing appealing the Indemnitee's decision of such forum, provided -------- that such right is executed within sixty (60) days after the final decision of such forum is rendered. If the forum selected in accordance with Section 8.3 hereof is a court, then the rights of the Company or the Indemnitee to indemnification pursuant to this Agreementappeal any decision of such court shall be governed by the applicable laws and rules governing appeals of the decision of such court. (f) 8.6 Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) 8.1 To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a) 4.1 or 4(b) 4.2 of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him or her in connection with the investigation, defense, defense or appeal of such Proceedingproceeding, or such claim, issue or matter, as the case may be. (b) 8.2 In the event that Section 8(a) 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall also nonetheless indemnify the Indemnitee unless, and only to the extent that, unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) 8.3 below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) 8.3 The Indemnitee shall be entitled to select the forum in which the validity of the Company's ’s claim under Section 8(b) 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following, except that the Indemnitee can select a forum consisting of the stockholders of the Company only with the approval of the Company: (1a) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2b) The stockholders of the Company; (3c) Legal counsel selected mutually agreed upon by the Indemnitee, Indemnitee and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or; (4d) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected; or (e) The Court of Chancery of Delaware. (d) 8.4 As soon as practicable, and in no event later than thirty (30) 30 days after written notice of the Indemnitee's choice of forum has been selected pursuant to Section 8(c) 8.3 above, there shall be submitted the Company shall, at its own expense, submit to such the selected forum as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any 8.5 If the forum listed selected in accordance with Section 8(c) 8.3 hereof that Indemnitee is not entitled to indemnification with respect to a specific Proceedingcourt, then after the final decision of such forum is rendered, the Company or the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of Delaware, the court in which that Proceeding is or was pending, or any other court of competent jurisdiction, for the purpose of enforcing appealing the Indemnitee's decision of such forum, provided that such right is executed within 60 days after the final decision of such forum is rendered. If the forum selected in accordance with Section 8.3 hereof is a court, then the rights of the Company or the Indemnitee to indemnification pursuant to this Agreementappeal any decision of such court shall be governed by the applicable laws and rules governing appeals of the decision of such court. (f) 8.6 Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) To the extent the Indemnitee has been successful on the merits or otherwise in the defense of any Proceeding proceeding referred to in Section 4(a), 4(b), 4(c) or 4(b4(d) of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him Indemnitee in connection with the investigation, defense, defense or appeal of such Proceedingproceeding. (b) In Indemnitee shall be entitled to select the event that Section 8(a) is inapplicableforum for determining, as described below, the validity of any claim by the Company that Indemnitee is not entitled to indemnification hereunder, which forum shall also indemnify the determine that Indemnitee unless, and only is entitled to the extent that, such indemnification unless the Company shall prove by clear and convincing evidence that (i) Indemnitee has not met the applicable standard of conduct required to a forum listed in Section 8(c) below entitle Indemnitee to such indemnification or that indemnification is otherwise not required pursuant to Sections Section 4 or 9 hereof and 10 hereof. (cii) the requirements of Section 8(a) have not been met. The forum shall determine that Indemnitee is entitled to enforce a claim for advancement of expenses pursuant to Section 6 hereof unless the Company shall prove by clear and convincing evidence that Indemnitee has not tendered the required undertaking to the Company. Indemnitee shall be entitled to select the forum in which from the validity of the Company's claim under Section 8(b) hereof that the Indemnitee is not entitled to indemnification will be heard from among the followingfollowing list: (1i) A a quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2ii) The the stockholders of the Company; (3iii) Legal legal counsel selected by the Indemnitee, and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or (4iv) A a panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected. (dc) As soon as practicable, and in no event later than thirty (30) 30 days after written notice of the Indemnitee's ’s choice of forum pursuant to Section 8(c8(b) above, there shall be submitted the Company shall, at its own expense, submit to the selected forum, in such forum manner as the Indemnitee or the Indemnitee's ’s counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (ed) Notwithstanding a determination by any forum listed in Section 8(c) hereof that Indemnitee is not entitled Any right to indemnification with respect or advances granted by this Agreement to a specific Proceeding, the Indemnitee shall have the right, subject to the provisions be enforceable by or on behalf of Section 18 hereof, to apply to Indemnitee in the Court of Chancery of Delaware, the court in which that Proceeding proceeding is or was pending, pending or any other court of competent jurisdiction, if (i) the claim for the purpose indemnification or advances is denied, in whole or in part, or (ii) no disposition of enforcing the Indemnitee's right such claim is made within 90 days of request therefor. Indemnitee shall be entitled to indemnification unless the Company shall prove by clear and convincing evidence that (i) Indemnitee has not met the applicable standard of conduct required to entitle Indemnitee to such indemnification or that indemnification is otherwise not required pursuant to Section 4 or 9 hereof and (ii) the requirements of Section 8(a) have not been met. Indemnitee shall be entitled to enforce a claim for expenses pursuant to Section 6 hereof unless the Company shall prove by clear and convincing evidence that Indemnitee has not tendered the required undertaking to the Company. Neither the failure of the Company (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that the Indemnitee is not entitled to indemnification under this AgreementAgreement or otherwise. (fe) Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement Agreement, unless a court of competent jurisdiction finds that each of the claims and/or or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or made in bad faith.

Determination of Right to Indemnification. (a) 8.1 To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a) 4.1 or 4(b) 4.2 of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him in connection with the investigation, defense, defense or appeal of such Proceedingproceeding, or such claim, issue or matter, as the case may be. (b) 8.2 In the event that Section 8(a) 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall also nonetheless indemnify the Indemnitee unless, and only to the extent that, unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) 8.3 below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) 8.3 The Indemnitee shall be entitled to select the forum in which the validity of the Company's ’s claim under Section 8(b) 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following: (1a) A a quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2b) The the stockholders of the Company, provided however that the Indemnitee can select a forum consisting of the stockholders of the Company only with the approval of the Company; (3c) Legal legal counsel selected mutually agreed upon by the Indemnitee, Indemnitee and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or; (4d) A a panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected; or (e) the courts of the State of Nevada or other court having jurisdiction of subject matter and the parties. (d) 8.4 As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee's choice of forum has been selected pursuant to Section 8(c) 8.3 above, there shall be submitted the Company shall, at its own expense, submit to such the selected forum as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any 8.5 If the forum listed selected in accordance with Section 8(c) 8.3 hereof that Indemnitee is not entitled to indemnification with respect to a specific Proceedingcourt, then after the final decision of such forum is rendered, the Company or the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court courts of Chancery the State of DelawareNevada, the court in which that Proceeding the proceeding giving rise to the Indemnitee’s claim for indemnification is or was pending, pending or any other court having jurisdiction of competent jurisdictionsubject matter and the parties, for the purpose of enforcing appealing the Indemnitee's decision of such forum, provided that such right is executed within sixty (60) days after the final decision of such forum is rendered. If the forum selected in accordance with Section 8.3 hereof is a court, then the rights of the Company or the Indemnitee to indemnification pursuant to this Agreementappeal any decision of such court shall be governed by the applicable laws and rules governing appeals of the decision of such court. (f) 8.6 Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) 8.1 To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a) 4.1 or 4(b) 4.2 of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him or her in connection with the investigation, defense, defense or appeal of such Proceedingproceeding, or such claim, issue or matter, as the case may be. (b) 8.2 In the event that Section 8(a) 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall also nonetheless indemnify the Indemnitee unless, and only to the extent that, unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) 8.3 below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) 8.3 The Indemnitee shall be entitled to select the forum in which the validity of the Company's claim under Section 8(b) 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following, except that the Indemnitee can select a forum consisting of the stockholders of the Company only with the approval of the Company: (1a) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2b) The stockholders of the Company; (3c) Legal counsel selected mutually agreed upon by the Indemnitee, Indemnitee and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or; (4d) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected; or (e) Any court having jurisdiction of subject matter and the parties. (d) 8.4 As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee's choice of forum has been selected pursuant to Section 8(c) 8.3 above, there shall be submitted the Company shall, at its own expense, submit to such the selected forum as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any 8.5 If the forum listed selected in accordance with Section 8(c) 8.3 hereof that Indemnitee is not entitled to indemnification with respect to a specific Proceedingcourt, then after the final decision of such forum is rendered, the Company or the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court court having jurisdiction of Chancery of Delaware, subject matter and the court in which that Proceeding is or was pending, or any other court of competent jurisdictionparties, for the purpose of enforcing appealing the Indemnitee's decision of such forum, provided that such right is executed within sixty (60) days after the final decision of such forum is rendered. If the forum selected in accordance with Section 8.3 hereof is a court, then the rights of the Company or the Indemnitee to indemnification pursuant to this Agreementappeal any decision of such court shall be governed by the applicable laws and rules governing appeals of the decision of such court. (f) 8.6 Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) 8.1 To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a) 4.1 or 4(b) 4.2 of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him in connection with the investigation, defense, defense or appeal of such Proceedingproceeding, or such claim, issue or matter, as the case may be. (b) 8.2 In the event that Section 8(a) 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall also nonetheless indemnify the Indemnitee unless, and only to the extent that, unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) 8.3 below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) 8.3 The Indemnitee shall be entitled to select the forum in which the validity of the Company's claim under Section 8(b) 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following: (1a) A a quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2b) The the stockholders of the Company, provided however that the Indemnitee can select a forum consisting of the stockholders of the Company only with the approval of the Company; (3c) Legal legal counsel selected mutually agreed upon by the Indemnitee, Indemnitee and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or; (4d) A a panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected; or (e) the courts of the State of Nevada or other court having jurisdiction of subject matter and the parties. (d) 8.4 As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee's choice of forum has been selected pursuant to Section 8(c) 8.3 above, there shall be submitted the Company shall, at its own expense, submit to such the selected forum as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any 8.5 If the forum listed selected in accordance with Section 8(c) 8.3 hereof that Indemnitee is not entitled to indemnification with respect to a specific Proceedingcourt, then after the final decision of such forum is rendered, the Company or the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court courts of Chancery the State of DelawareNevada, the court in which that Proceeding the proceeding giving rise to the Indemnitee's claim for indemnification is or was pending, pending or any other court having jurisdiction of competent jurisdictionsubject matter and the parties, for the purpose of enforcing appealing the Indemnitee's decision of such forum, provided that such right is executed within sixty (60) days after the final decision of such forum is rendered. If the forum selected in accordance with Section 8.3 hereof is a court, then the rights of the Company or the Indemnitee to indemnification pursuant to this Agreementappeal any decision of such court shall be governed by the applicable laws and rules governing appeals of the decision of such court. (f) 8.6 Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) To Unless Indemnitee is not entitled to indemnification as a result of an exclusion set forth in Section 10 below, the extent Company shall indemnify the Indemnitee against Expenses and Other Liabilities paid or incurred by Indemnitee in connection with any Proceeding referred to in Section 3 of this Agreement or any other Proceeding arising out of an Indemnifiable Event, including in the event that Indemnitee has been successful on the merits or otherwise in defense of any Proceeding referred to in Section 4(a) or 4(b) of this Agreement 3 above or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses actually and reasonably incurred by him in connection with the investigation, defenseherein, or appeal consistent with Section 145(c) of such Proceedingthe GCL. (b) In the event that Section 8(a9(a) is inapplicable, the Company shall also indemnify the Indemnitee unless, and only if he or she has not failed to meet the extent thatapplicable standard of conduct for indemnification. In connection with any determination as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proof shall be on the Company shall to prove by clear and convincing evidence to a forum listed in Section 8(c) below that indemnification Indemnitee is not required pursuant to Sections 4 and 10 hereofso entitled. (c) The Company’s obligations to indemnify Indemnitee under this Agreement shall be satisfied fully no later than thirty (30) days following the receipt by the Company of written notice by or on behalf of Indemnitee that Indemnitee is so entitled. (d) In the event that the Company fails to satisfy its obligations within the time frame set forth in Section 9(c) above, the Indemnitee, in his or her sole discretion, shall be entitled to select the forum in which determination of whether or not Indemnitee has met the validity applicable standard of the Company's claim under Section 8(b) hereof that the Indemnitee is not entitled to indemnification conduct and such election will be heard made from among the following: (1) A quorum Those members of the Board consisting of directors who are not parties to the proceeding Proceeding for which indemnification is being sought, even though less than a quorum; (2) The stockholders of the Company; (3) Legal Independent legal counsel selected by the Indemnitee, Indemnitee and reasonably approved by the Board, which approval may not be unreasonably withheld, which counsel shall make such determination in a written opinion; or (4) A In the event that Indemnitee is neither an officer nor a director of the Company at the time that Indemnitee is selecting the forum, a panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected. The selected forum shall be referred to herein as the “Reviewing Party”. (de) As soon as practicable, and in no event later than thirty (30) days after receipt by the Company of written notice of the Indemnitee's ’s choice of forum pursuant to Section 8(c9(d) above, there the Company and Indemnitee shall each submit to the Reviewing Party such information as they believe is appropriate for the Reviewing Party to consider. The Reviewing Party shall arrive at its decision within a reasonable period of time following the receipt of all such information from the Company and Indemnitee, but in no event later than sixty (60) days following the receipt of all such information. Notwithstanding the foregoing, if additional information is requested by the Reviewing Party in order to be able to make a more informed decision, the Reviewing Party shall arrive at its decision within a reasonable period of time following the receipt of such additional information, but in no event later than thirty (30) days following the receipt of such additional information. All Expenses associated with the process set forth in this Section 9(e), including but not limited to the Expenses of the Reviewing Party, shall be submitted to such forum as paid by the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claimCompany. (ef) In the event that a determination is not made within the time prescribed in Section 9(e), the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be absolutely entitled to such indemnification, absent (i) misrepresentation by Indemnitee of a material fact in the request for indemnification or (ii) a final judicial determination that all or any part of such indemnification is expressly prohibited by law. (g) Notwithstanding a determination by any forum Reviewing Party listed in Section 8(c9(d) hereof that Indemnitee is not entitled to indemnification with respect to a specific Proceeding, the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of DelawareChancery, the court in which that Proceeding is or was pending, or any other court of competent jurisdiction, for the purpose of enforcing the Indemnitee's ’s right to indemnification pursuant to this the Agreement. (fh) Notwithstanding any other provision in this Agreement To the extent deemed appropriate by the court or the Reviewing Party, interest shall be paid by the Company at a reasonable interest rate (which shall generally be at the interest rate that the Company is then paying or would have to pay for unsecured loans) for amounts that the contrary, Company indemnifies or is obliged to indemnify the Indemnitee for the period commencing with the date on which Indemnitee requested indemnification (or advancement of Expenses) and ending with the date on which such payment is made to Indemnitee by the Company. (i) The Company shall indemnify the Indemnitee against all Expenses incurred by the Indemnitee in connection with any hearing or Proceeding under this Section 8 9 involving the Indemnitee and against all Expenses and Other Liabilities incurred by the Indemnitee in connection with any other Proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding was frivolous or made in bad faithfaith or it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Company’s Bylaws or the GCL with respect to the underlying claim or claims. Such Expenses shall be paid to Indemnitee or directly to a third party designated by Indemnitee within ten (10) days of a written request by Indemnitee to the Company. (j) If a determination is made or deemed to be made pursuant to the terms of this Section 9 that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration in the absence of (i) a misrepresentation of a material fact by Indemnitee or (ii) a final judicial determination that all or any part of such indemnification is expressly prohibited by law. (k) The Company and Indemnitee agree that they shall be precluded from asserting that the procedures and presumptions of this Agreement are not valid, binding and enforceable. The Company and Indemnitee further agree to stipulate in any such court that the Company and Indemnitee are bound by all of the provisions of this Agreement and are precluded from making any assertion to the contrary.

Determination of Right to Indemnification. (a) To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a) or 4(b) of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him or her in connection with therewith to the investigation, defense, or appeal of such Proceedingextent permitted by law. (b) In the event that Section 8(a) is inapplicable, the Company shall also indemnify the Upon each submission of a written notice by Indemnitee unless, and only to the extent that, the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) below that for indemnification is not required pursuant to Sections 4 and 10 hereofSection 7(a) above, a determination with respect to Indemnitee's entitlement thereto because he or she has met all the applicable standards set forth in this Agreement shall be made in accordance with this Section 8. (c) The Indemnitee shall be entitled to select the forum in which the validity decision maker or decision making body who will determine, on behalf of the Company, the Indemnitee's claim under Section 8(b) hereof that the Indemnitee is not entitled entitlement to indemnification will be heard from among the following: (1) A quorum All of the members of the Board consisting of directors Directors who are not parties to or participants in the proceeding for which indemnification is being sought, even though less than a quorum, or a committee of such directors designated by majority vote of such directors, even though less than a quorum; (2) The stockholders of the Company;; or (3) Legal Independent legal counsel selected by the Indemnitee, and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or (4) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected. (d) As soon as practicable, and in no event later than thirty (30) 30 days after written notice of the Indemnitee's choice of forum decision maker pursuant to Section 8(c) above, there shall be submitted the Company shall, at its own expense, submit to such forum as the Indemnitee or the Indemnitee's counsel may reasonably request, selected decision maker its claim that the Indemnitee is not entitled to indemnification, ; and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any forum decision maker listed in Section 8(c) hereof that the Indemnitee is not entitled to indemnification with respect to a specific Proceedingproceeding, the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of the State of Delaware, the court in which that the Proceeding is or was pending, or any other court of competent jurisdiction, for the purpose of enforcing the Indemnitee's right to indemnification pursuant to this the Agreement. (f) Notwithstanding In any other provision suit brought by Indemnitee seeking to enforce a right to indemnification hereunder (but not a suit brought by Indemnitee seeking to enforce a right to an advancement of expenses hereunder), it shall be a defense that Indemnitee has not met any applicable standard for indemnification under applicable law. With respect to any suit brought by Indemnitee seeking to enforce a right to indemnification or right to advancement of expenses hereunder or any suit brought by the Company to recover an advancement of expenses (whether pursuant to the terms of an undertaking or otherwise), neither (i) the failure of the Company to have made a determination prior to commencement of such suit that indemnification of such person is proper in the circumstances because such person has met the applicable standards of conduct under applicable law, nor (ii) an actual determination by the Company that such person has not met such applicable standards of conduct, shall create a presumption that such person has not met the applicable standards of conduct or, in a case brought by such person seeking to enforce a right to indemnification, be a defense to such suit. (g) In any suit brought by Indemnitee seeking to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Company to recover an advancement of expenses (whether pursuant to the terms of an undertaking or otherwise), the burden shall be on the Company to prove that the Indemnitee is not entitled to be indemnified, or to such an advancement of expenses, under this Agreement to the contrary, the or otherwise. (h) The Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless so long as a court of competent jurisdiction finds that each of the claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous entitled to indemnification or made advancement of expenses, in bad faithwhole or in part.

Determination of Right to Indemnification. (a) 8.1 To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a) 4.1 or 4(b) 4.2 of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him in connection with the investigation, defense, defense or appeal of such Proceedingproceeding, or such claim, issue or matter, as the case may be. (b) 8.2 In the event that Section 8(a) 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall also nonetheless indemnify the Indemnitee unless, and only to the extent that, unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) 8.3 below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) 8.3 The Indemnitee shall be entitled to select the forum in which the validity of the Company's claim under Section 8(b) 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following: , provided, however, that the Indemnitee can select a forum consisting of the stockholders of the Company only with the approval of the Company: (1a) A a quorum of the Board of Directors consisting of directors who are not parties to the proceeding for which indemnification is being sought; ; (2b) The the stockholders of the Company; ; (3c) Legal independent legal counsel selected mutually agreed upon by the Indemnitee, Indemnitee and reasonably approved by the BoardBoard of Directors, which counsel shall make such determination in a written opinion; or (4d) A a panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected; or (e) the Court of Chancery of Delaware or other court having jurisdiction of subject matter and the parties. (d) 8.4 As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee's choice of forum has been selected pursuant to Section 8(c) 8.3 above, there shall be submitted the Company shall, at its own expense, submit to such the selected forum as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any 8.5 If the forum listed selected in accordance with Section 8(c) 8.3 hereof that Indemnitee is not entitled to indemnification with respect to a specific Proceedingcourt, then after the final decision of such forum is rendered, the Company or the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of Delaware, the court in which that Proceeding the proceeding giving rise to the claim for indemnification by the Indemnitee is or was pending, pending or any other court of competent jurisdiction, for the purpose of enforcing appealing the Indemnitee's decision of such forum, provided, however, that such right is executed within sixty (60) days after the final decision of such forum is rendered. If the forum selected in accordance with Section 8.3 hereof is a court, then the rights of the Company or the Indemnitee to indemnification pursuant to this Agreementappeal any decision of such court shall be governed by the applicable laws and rules governing appeals of the decision of such court. (f) 8.6 Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement Agreement, unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) 7.1 To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a) 3.1 or 4(b) 3.2 of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him in connection with the investigation, defense, defense or appeal of such Proceeding.proceeding, (b) 7.2 In the event that Section 8(a) 7.1 is inapplicable, the Company shall also nonetheless indemnify the Indemnitee unless, and only to the extent that, unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) 7.3 below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) 7.3 The Indemnitee shall be entitled to select the forum in which the validity of the Company's ’s claim under Section 8(b) 7.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following: (1a) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2b) The stockholders of the Company; (3c) Legal counsel selected by the Indemnitee, and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or (4d) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected. (d) 7.4 As soon as practicable, and in no event later than thirty (30) 30 days after written notice of the Indemnitee's ’s choice of forum pursuant to Section 8(c) 7.3 above, there shall be submitted the Company shall, at its own expense, submit to the selected forum in such forum manner as the Indemnitee or the Indemnitee's ’s counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, ; and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any 7.5 If the forum listed in Section 8(c) 7.3 hereof selected by Indemnitee determines that Indemnitee is not entitled to indemnification with respect to a specific Proceedingproceeding, such determination shall be final and binding on the Company. If the forum listed in Section 7.3 hereof selected by Indemnitee determines that Indemnitee is entitled to indemnification with respect to a specific proceeding, the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of Delaware, the court in which that Proceeding proceeding is or was pending, pending or any other court of competent jurisdiction, for the purpose of enforcing the Indemnitee's ’s right to indemnification pursuant to this the Agreement. (f) 7.6 Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 7 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) 8.1 To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a) 4.1 or 4(b) 4.2 of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him or her in connection with the investigation, defense, defense or appeal of such Proceedingproceeding, or such claim, issue or matter, as the case may be. (b) 8.2 In the event that Section 8(a) 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall also nonetheless indemnify the Indemnitee unless, and only to the extent that, unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) 8.3 below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) 8.3 The Indemnitee shall be entitled to select the forum in which the validity of the Company's ’s claim under Section 8(b) 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following, except that the Indemnitee can select a forum consisting of the stockholders of the Company only with the approval of the Company: (1a) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2b) The stockholders of the Company; (3c) Legal counsel selected mutually agreed upon by the Indemnitee, Indemnitee and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or; (4d) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected; or (e) The Court of Chancery of Delaware or other court having jurisdiction of subject matter and the parties. (d) 8.4 As soon as practicable, and in no event later than thirty (30) 30 days after written notice of the Indemnitee's choice of forum has been selected pursuant to Section 8(c) 8.3 above, there shall be submitted the Company shall, at its own expense, submit to such the selected forum as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any 8.5 If the forum listed selected in accordance with Section 8(c) 8.3 hereof that Indemnitee is not entitled to indemnification with respect to a specific Proceedingcourt, then after the final decision of such forum is rendered, the Company or the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of Delaware, the court in which that Proceeding the proceeding giving rise to the Indemnitee’s claim for indemnification is or was pending, pending or any other court of competent jurisdiction, for the purpose of enforcing appealing the Indemnitee's decision of such forum, provided that such right is executed within 60 days after the final decision of such forum is rendered. If the forum selected in accordance with Section 8.3 hereof is a court, then the rights of the Company or the Indemnitee to indemnification pursuant to this Agreementappeal any decision of such court shall be governed by the applicable laws and rules governing appeals of the decision of such court. (f) 8.6 Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) To the extent the Indemnitee has been successful on the merits or otherwise in the defense of any Proceeding proceeding referred to in Section 4(a), 4(b), 4(c) or 4(b4(d) of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him Indemnitee in connection with the investigation, defense, defense or appeal of such Proceedingproceeding. (b) In Indemnitee shall be entitled to select the event that Section 8(a) is inapplicableforum for determining, as described below, the validity of any claim by the Company that Indemnitee is not entitled to indemnification hereunder, which forum shall also indemnify the determine that Indemnitee unless, and only is entitled to the extent that, such indemnification unless the Company shall prove by clear and convincing evidence that (i) Indemnitee has not met the applicable standard of conduct required to a forum listed in Section 8(c) below entitle Indemnitee to such indemnification or that indemnification is otherwise not required pursuant to Sections Section 4 or Section 10 hereof and 10 hereof. (cii) the requirements of Section 8(a) have not been met. The forum shall determine that Indemnitee is entitled to enforce a claim for advancement of expenses pursuant to Section 6 hereof unless the Company shall prove by clear and convincing evidence that Indemnitee has not tendered the required undertaking to the Company. Indemnitee shall be entitled to select the forum in which from the validity of the Company's claim under Section 8(b) hereof that the Indemnitee is not entitled to indemnification will be heard from among the followingfollowing list: (1i) A a quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2ii) The stockholders the shareholders of the Company; (3iii) Legal legal counsel selected by the Indemnitee, and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or (4iv) A a panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected. (dc) As soon as practicable, and in no event later than thirty (30) 30 days after written notice of the Indemnitee's ’s choice of forum pursuant to Section 8(c8(b) above, there shall be submitted the Company shall, at its own expense, submit to the selected forum, in such forum manner as the Indemnitee or the Indemnitee's ’s counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (ed) Notwithstanding a determination by any If the forum listed selected in Section 8(c8(b) hereof above determines that Indemnitee is not entitled to indemnification with respect indemnification, payment to a specific Proceeding, the Indemnitee shall have the right, subject be made within 20 days after such determination. (e) Any right to the provisions indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Section 18 hereof, to apply to the Court of Chancery of Delaware, Indemnitee in the court in which that Proceeding proceeding is or was pending, pending or any other court of competent jurisdiction, if (i) the claim for the purpose indemnification or advances is denied, in whole or in part, (as further discussed in Section 9 below) or (ii) no disposition of enforcing the Indemnitee's right such claim is made within 90 days of request therefor. Indemnitee shall be entitled to indemnification unless the Company shall prove by clear and convincing evidence that (i) Indemnitee has not met the applicable standard of conduct required to entitle Indemnitee to such indemnification or that indemnification is otherwise not required pursuant to Section 4 or Section 10 hereof and (ii) the requirements of Section 8(a) have not been met. Indemnitee shall be entitled to enforce a claim for expenses pursuant to Section 6 hereof unless the Company shall prove by clear and convincing evidence that Indemnitee has not tendered the required affirmation and undertaking to the Company. Neither the failure of the Company (including its Board of Directors or its shareholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances nor an actual determination by the Company (including its Board of Directors or its shareholders) that such indemnification is improper shall be a defense to the action or create a presumption that the Indemnitee is not entitled to indemnification under this AgreementAgreement or otherwise. (f) Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement Agreement, unless a court of competent jurisdiction finds that each of the claims and/or or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or made in bad faith.

Determination of Right to Indemnification. (a) To the extent the Indemnitee has been successful on the merits or otherwise in the defense of any Proceeding proceeding referred to in Section 4(a), 4(b), 4(c) or 4(b4(d) of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him Indemnitee in connection with the investigation, defense, defense or appeal of such Proceedingproceeding. (b) In Indemnitee shall be entitled to select the event that Section 8(a) is inapplicableforum for determining, as described below, the validity of any claim by the Company that Indemnitee is not entitled to indemnification hereunder, which forum shall also indemnify the determine that Indemnitee unless, and only is entitled to the extent that, such indemnification unless the Company shall prove by clear and convincing evidence that (i) Indemnitee has not met the applicable standard of conduct required to a forum listed in Section 8(c) below entitle Indemnitee to such indemnification or that indemnification is otherwise not required pursuant to Sections Section 4 or 9 hereof and 10 hereof. (cii) the requirements of Section 8(a) have not been met. The forum shall determine that Indemnitee is entitled to enforce a claim for advancement of expenses pursuant to Section 6 hereof unless the Company shall prove by clear and convincing evidence that Indemnitee has not tendered the required undertaking to the Company. Indemnitee shall be entitled to select the forum in which from the validity of the Company's claim under Section 8(b) hereof that the Indemnitee is not entitled to indemnification will be heard from among the followingfollowing list: (1i) A a quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2ii) The the stockholders of the Company; ; (3iii) Legal legal counsel selected by the Indemnitee, and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or (4iv) A a panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected. (dc) As soon as practicable, and in no event later than thirty (30) 30 days after written notice of the Indemnitee's choice of forum pursuant to Section 8(c8(b) above, there shall be submitted the Company shall, at its own expense, submit to the selected forum, in such forum manner as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost upmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (ed) Notwithstanding a determination by any forum listed in Section 8(c) hereof that Indemnitee is not entitled Any right to indemnification with respect or advances granted by the Agreement to a specific Proceeding, the Indemnitee shall have the right, subject to the provisions be enforceable by or on behalf of Section 18 hereof, to apply to Indemnitee in the Court of Chancery of Delaware, the court in which that Proceeding proceeding is or was pending, pending or any other court of competent jurisdiction, if (i) the claim for the purpose indemnification or advances is denied, in whole or in part, or (ii) no disposition of enforcing the Indemnitee's right such claim is made within 90 days of request therefor. Indemnitee shall be entitled to indemnification unless the Company shall prove by clear and convincing evidence that (i) Indemnitee has not met the applicable standard of conduct required to entitle Indemnitee to such indemnification or that indemnification is otherwise not required pursuant to Section 4 or 9 hereof and (ii) the requirements of Section 8(a) have not been met. Indemnitee shall be entitled to enforce a claim for expenses pursuant to Section 6 hereof unless the Company shall prove by clear and convincing evidence that Indemnitee has not tendered the required undertaking to the Company. Neither the failure of the Company (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that the Indemnitee is not entitled to indemnification under this AgreementAgreement or otherwise. (fe) Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement Agreement, unless a court of competent jurisdiction finds that each of the claims and/or or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or made in bad faith.

Determination of Right to Indemnification. (a) 8.1 To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding referred to in Section 4(a) 4.1 or 4(b) 4.2 of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses actually and reasonably incurred by him in connection with the Indemnity Agreement investigation, defense, defense or appeal of such Proceeding, or such claim, issue or matter, as the case may be. (b) 8.2 In the event that Section 8(a) 8.1 is inapplicable, or does not apply to the entire Proceeding, the Company shall also nonetheless indemnify the Indemnitee unless, and only to the extent that, unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) 8.3 below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) 8.3 The Indemnitee shall be entitled to select the forum in which the validity of the Company's claim under Section 8(b) 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following, except that the Indemnitee can select a forum consisting of the stockholders of the Company only with the approval of the Company: (1a) A quorum of the Board consisting of directors who are not parties to the proceeding Proceeding for which indemnification is being sought; (2) The stockholders of the Company; (3b) Legal counsel selected mutually agreed upon by the Indemnitee, Indemnitee and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or; (4c) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected; or (e) The state or federal courts located in Salt Lake County, Utah or other court having jurisdiction of subject matter and the parties. (d) 8.4 As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee's choice of forum has been selected pursuant to Section 8(c) 8.3 above, there shall be submitted the Company shall, at its own expense, submit to such the selected forum as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any 8.5 If the forum listed selected in accordance with Section 8(c) 8.3 hereof that Indemnitee is not entitled to indemnification with respect to a specific Proceedingcourt, then after the final decision of such forum is rendered, the Company or the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of Delawarestate or federal court in Salt Lake County, Utah, the court in which that the Proceeding giving rise to the Indemnitee's claim for indemnification is or was pending, pending or any other court of competent jurisdiction, for the purpose of enforcing appealing the Indemnitee's decision of such forum, provided that such right is executed within sixty (60) days after the final decision of such forum is rendered. If the forum selected in accordance with Section 8.3 hereof is a court, then the rights of the Company or the Indemnitee to indemnification pursuant to this Agreementappeal any decision of such court shall be governed by the applicable laws and rules governing appeals of the decision of such court. (f) 8.6 Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses incurred by the Indemnitee in connection with any hearing or Proceeding under this Section 8 involving the Indemnitee and against all Expenses incurred by the Indemnitee in connection with any other Proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. 9.1 In the event the Company and Indemnitee have a dispute about interpreting this Agreement, a forum listed in Section 9.2 shall determine below if the Indemnitee is entitled to such indemnification. The forum listed in Section 9.2 determining whether the Indemnitee is entitled to indemnification shall presume that Indemnitee is entitled to indemnification under this Agreement. The Company shall have the burden of proving that the Indemnitee is not entitled to indemnification under this Agreement. (a) To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding referred to in Section 4(a) or 4(b) of this Agreement or in the defense of any claim, issue or matter described therein, Under no circumstances shall the Company shall indemnify be allowed to challenge the Indemnitee against Expenses actually and reasonably incurred by him in connection with the investigation, defense, or appeal Advancement of such ProceedingExpenses. (b) In the event that Section 8(a) is inapplicable, the The Company shall also indemnify the Indemnitee unless, and only to the extent that, the Company shall prove by clear and convincing evidence to a forum listed in advance expenses for any dispute under Section 8(c) below that indemnification is not required pursuant to Sections 4 and 10 hereof9.1. (c) Neither the failure of the Company (including its board of directors or independent legal counsel) to have made a determination prior to the commencement of such action that Indemnitee is not entitled to indemnification under this Agreement, nor an actual determination by the Company (including its board of directors or independent legal counsel) that Indemnitee is not entitled to indemnification under this Agreement, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement. 9.2 The Indemnitee shall be entitled to select the forum in which the validity of the Company's claim under Section 8(b) 9.1 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following, except that the Indemnitee can select a forum consisting of the stockholders of the Company only with the approval of the Company: (1a) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2b) The stockholders of the Company; (3c) Legal counsel selected mutually agreed upon by the Indemnitee, Indemnitee and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or; (4d) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected; or (e) The applicable state court of the State of Nevada. (d) 9.3 As soon as practicable, and in no event later than thirty (30) 30 days after written notice of the Indemnitee's choice of forum has been selected pursuant to Section 8(c) 9.2 above, there shall be submitted the Company shall, at its own expense, submit to such the selected forum as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification. 9.4 If the forum selected in accordance with Section 9.2 hereof is not a court, and then after the final decision of such forum is rendered, the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any forum listed in Section 8(c) hereof that Indemnitee is not entitled to indemnification with respect to a specific Proceeding, or the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of Delaware, the court in which that Proceeding is or was pending, or any other state court of competent jurisdictionthe State of Nevada, for the purpose of enforcing appealing the Indemnitee's decision of such forum, provided that such right is executed within 60 days after the final decision of such forum is rendered. If the forum selected in accordance with Section 9.2 hereof is a court, then the rights of the Company or the Indemnitee to indemnification pursuant to this Agreementappeal any decision of such court shall be governed by the applicable laws and rules governing appeals of the decision of such court. (f) 9.5 Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify and advance expenses to the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 9 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless Agreement. No dispute under Section 9 shall hold up the Company’s prompt payment of any indemnification obligation under this Agreement, subject to the Indemnitee reimbursing the Company in the event that it prevails (pursuant to a court of competent jurisdiction finds that each final non-appealable judgment) in its interpretation of the claims and/or defenses of the Indemnitee in any such Proceeding was frivolous or made in bad faithAgreement.

Determination of Right to Indemnification. ​ (a) To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a), 4(b) or 4(b4(c) of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him or her in connection with the investigation, defense, or appeal of such Proceedingtherewith. (b) In the event that Section 8(a) is inapplicable, the Company shall also indemnify the Indemnitee unless, and only to the extent that, the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereof.entitle the Indemnitee to such indemnification. ​ (c) The Indemnitee shall be entitled to select the forum in which the validity of the Company's ’s claim under Section 8(b) hereof that the Indemnitee is not entitled to indemnification will be heard from among the following:: ​ (1) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought;; ​ (2) The stockholders of the Company; (3) Legal counsel selected by the Indemnitee, Indemnitee and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or; (4) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected.. ​ (d) As soon as practicable, and in no event later than thirty (30) 30 days after written notice of the Indemnitee's ’s choice of forum pursuant to Section 8(c) above, there shall be submitted the Company shall, at its own expense, submit to the selected forum in such forum manner as the Indemnitee or the Indemnitee's ’s counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, ; and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim.. ​ (e) Notwithstanding a determination by any forum listed in Section 8(c) hereof that the Indemnitee is not entitled to indemnification with respect to a specific Proceedingproceeding, the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of Delaware, the court in which that Proceeding proceeding is or was pending, pending or any other court of competent jurisdiction, for the purpose of enforcing the Indemnitee's ’s right to indemnification pursuant to this the Agreement.. ​ (f) Notwithstanding any other provision in this Agreement to the contrary, the The Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) 8.1 To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a) 4.1 or 4(b) 4.2 of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him Indemnitee in connection with the investigation, defense, defense or appeal of such Proceedingproceeding, or such claim, issue or matter, as the case may be. (b) 8.2 In the event that Section 8(a) 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall also nonetheless indemnify the Indemnitee unless, and only to the extent that, unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) 8.3 below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) 8.3 The Indemnitee shall be entitled to select the forum in which the validity of the Company's ’s claim under Section 8(b) 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following, except that the Indemnitee can select a forum consisting of the stockholders of the Company only with the approval of the Company: (1a) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2b) The stockholders of the Company; (3c) Legal counsel selected mutually agreed upon by the Indemnitee, Indemnitee and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or; (4d) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected; or (e) The Court of Chancery of Delaware. (d) 8.4 As soon as practicable, and in no event later than thirty (30) 30 days after written notice of the Indemnitee's choice of forum has been selected pursuant to Section 8(c) 8.3 above, there shall be submitted the Company shall, at its own expense, submit to such the selected forum as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any 8.5 If the forum listed selected in accordance with Section 8(c) 8.3 hereof that Indemnitee is not entitled to indemnification with respect to a specific Proceedingcourt, then after the final decision of such forum is rendered, the Company or the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of Delaware, the court in which that Proceeding is or was pending, or any other court of competent jurisdiction, for the purpose of enforcing appealing the Indemnitee's decision of such forum, provided that such right is executed within 60 days after the final decision of such forum is rendered. If the forum selected in accordance with Section 8.3 hereof is a court, then the rights of the Company or the Indemnitee to indemnification pursuant to this Agreementappeal any decision of such court shall be governed by the applicable laws and rules governing appeals of the decision of such court. (f) 8.6 Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) 8.1 To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a) 4.1 or 4(b) 4.2 of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him [him][her] in connection with the investigation, defense, defense or appeal of such Proceedingproceeding, or such claim, issue or matter, as the case may be. (b) 8.2 In the event that Section 8(a) 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall also nonetheless indemnify the Indemnitee unless, and only unless the Indemnitee has not met the applicable standard of conduct required to entitle the extent that, the Company shall prove by clear and convincing evidence Indemnitee to a forum listed in Section 8(c) below that indemnification is not required pursuant to Sections 4 and 10 hereofsuch indemnification. (c) 8.3 The Indemnitee shall be entitled to select the forum in which the validity of the Company's claim under Section 8(b) hereof that the Indemnitee is not entitled such Indemnitee’s entitlement to indemnification will be heard from among the following, except that the Indemnitee may select a forum consisting of the stockholders of the Company only with the approval of the Company: (1a) A quorum majority vote of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought, even if less than a quorum; (2b) The stockholders A committee of the Companysuch directors designated by majority vote of such directors, even if less than a quorum; (3c) Legal If there are no such directors, or if such directors so direct, by independent legal counsel selected by (the Indemnitee, and reasonably approved by the Board, which counsel shall make such determination “Independent Counsel”) in a written opinion; or (4d) A panel The stockholders of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected. (d) As soon as practicable8.4 The Indemnitee shall select the Independent Counsel, who shall be reasonably satisfactory to the Company. The Company shall pay the reasonable fees and in no event later than thirty (30) days after written notice expenses of the Indemnitee's choice of forum pursuant to Section 8(c) above, there shall be submitted to such forum as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claimIndependent Counsel. (e) Notwithstanding a determination by any forum listed in Section 8(c) hereof that Indemnitee is not entitled to indemnification with respect to a specific Proceeding, the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, to apply to the Court of Chancery of Delaware, the court in which that Proceeding is or was pending, or any other court of competent jurisdiction, for the purpose of enforcing the Indemnitee's right to indemnification pursuant to this Agreement. (f) 8.5 Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or and not made in bad good faith.

Determination of Right to Indemnification. (a) To the extent that the Indemnitee has Agent shall have been successful on the merits or otherwise in defense of any Proceeding referred to in Section 4(a) Indemnifiable Action or 4(b) of this Agreement any portion thereof or in the defense of any claim, issue or matter described therein, including, without limitation, dismissal with or without prejudice, the Company Agent shall indemnify the Indemnitee be indemnified against all Expenses actually relating to, arising out of or resulting from such Indemnifiable Action or portion thereof or issue or matter therein in accordance with Section 1 and reasonably incurred by him no Standard of Conduct Determination (as defined below in connection with the investigation, defense, or appeal of such ProceedingSection 5(b)) shall be required. (b) In To the event extent that the provisions of Section 8(a5(a) are inapplicable to an Indemnifiable Action that shall have been finally disposed of, there has been no Change of Control pursuant to Section 5(f) and there has been no Potential Change of Control pursuant to Section 5(g), any determination of whether the Agent has satisfied any applicable standard of conduct under Delaware law that is inapplicablea legally required condition precedent to indemnification of the Agent hereunder against Expenses relating to, arising out of or resulting from such Indemnifiable Action (a “Standard of Conduct Determination”) shall be made at the election of the Agent, (i) by a majority vote of directors of the Company shall also indemnify the Indemnitee unless, who are not and only were not a party to the extent that, the Company shall prove by clear and convincing evidence to a forum listed Claim or Proceeding in Section 8(c) below that respect of which indemnification is not required pursuant to Sections 4 and 10 hereof. sought by the Agent (c) The Indemnitee shall be entitled to select the forum in which the validity of the Company's claim under Section 8(b) hereof that the Indemnitee is not entitled to indemnification will be heard from among the following: (1) A “Disinterested Directors”), even if less than a quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; Directors or, if such Disinterested Directors so direct, by a majority vote of a committee of Disinterested Directors designated by a majority vote of all Disinterested Directors, (2ii) The stockholders of the Company; by Independent Counsel (3as defined below in Section 5(f)) Legal counsel selected by the Indemnitee, and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or opinion addressed to the Board of Directors, a copy of which shall be delivered to the Agent or (4iii) A by a panel of three (3) arbitrators, one (1) of whom is selected by the CompanyAgent, another of whom is selected by the Indemnitee Company and the last of whom is selected by the first two (2) arbitrators so selected. The Agent 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 the Agent and reasonably necessary to such determination. The Company shall indemnify and hold harmless the Agent against and, if requested by the Agent, shall reimburse the Agent for, or advance to the Agent, within five business days of such request, any and all costs, expenses and other amounts (including attorneys’ and experts’ fees and expenses) paid or payable by the Agent in so cooperating with the person or persons making such Standard of Conduct Determination. (dc) As soon The Company shall use its reasonable best efforts to cause any Standard of Conduct Determination required under Section 5(b) to be made as promptly as practicable, and in no event later than thirty . If (30i) the person or persons empowered or selected under Section 5 to make the Standard of Conduct Determination shall not have made a determination within 30 days after the later of (A) receipt by the Company of written notice from the Agent advising the Company of the Indemnitee's final disposition of the applicable Indemnifiable Action and (B) receipt by the Company of written notice from the Agent notifying the Company of the Agent’s choice of forum pursuant to Section 8(c5(b) above(the later of the events specified in clause (A) and clause (B) being the “Notification Date”) and (ii) the Agent shall have fulfilled its obligations set forth in the second sentence of Section 5(b), there then the Agent shall be submitted deemed to have satisfied the applicable standard of conduct; provided that such 30-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 to such forum determination. (d) If the Agent shall be entitled to indemnification hereunder against any Expenses under circumstances where (i) no determination of whether the Agent has satisfied any applicable standard of conduct under Delaware law is a legally required condition precedent to indemnification of the Agent hereunder against such Expenses, or (ii) the Agent has been determined or deemed pursuant to Section 5(b) or (c) to have satisfied any applicable standard of conduct under Delaware law which is a legally required condition precedent to indemnification of the Agent hereunder against such Expenses, then the Company shall pay such expenses to the Agent, within five business days after the later of (x) the Notification Date in respect of the Indemnifiable Action or portion thereof to which such Expenses are related, out of which such Expenses arose or from which such Expenses resulted and (y) the earliest date on which the applicable criterion specified in clause (i) or (ii) above shall have been satisfied. (e) If a Standard of Conduct Determination is to be made by Independent Counsel pursuant to Section 5(b), the Independent Counsel shall be selected by the Agent, and the Agent shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. The Company may, within five business days after receiving written notice of selection from the Agent, deliver to the Agent 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 satisfy the criteria set forth in the definition of “Independent Counsel” in Section 5(f), and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person or firm so selected shall act as Independent Counsel. If such written objection is properly and timely made and substantiated, (i) 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 and (ii) the Agent may, at its option, select an alternative Independent Counsel and give written notice to the Company advising the Company of the identity of the alternative Independent Counsel so selected, 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. If applicable, the provisions of clause (ii) of the immediately preceding sentence shall apply to successive alternative selections. If no Independent Counsel that is permitted under the foregoing provisions of this Section 5(e) to make the Standard of Conduct Determination shall have been selected within 30 days after the Agent gives its initial notice pursuant to the first sentence of this Section 5(e) or the Company gives its initial notice pursuant to the second sentence of this Section 5(e), as the Indemnitee case may be, either the Company or the Indemnitee's counsel Agent may reasonably requestpetition the Court of Chancery of the State of Delaware for resolution of any objection which shall have been made by the Company or the Agent to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, its claim that and the Indemnitee is not entitled person or firm with respect to indemnificationwhom all objections are so resolved or the person or firm so appointed will act as Independent Counsel. In all events, the Company shall pay all of the reasonable fees and expenses of, and all other fees, expenses and other amounts paid or payable by, the Independent Counsel in connection with the Independent Counsel’s determination pursuant to Section 5(b), including in connection with any challenge thereto or defense thereof, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend fully indemnify and hold harmless such counsel against such claim. any and all expenses (e) Notwithstanding a determination by any forum listed in Section 8(c) hereof that Indemnitee is not entitled to indemnification with respect to a specific Proceedingincluding attorney’s fees), the Indemnitee shall have the rightclaims, subject to the provisions liabilities and damages arising out of Section 18 hereof, to apply to the Court of Chancery of Delaware, the court in which that Proceeding is or was pending, or any other court of competent jurisdiction, for the purpose of enforcing the Indemnitee's right to indemnification pursuant relating to this AgreementAgreement or its engagement pursuant hereto. (f) Notwithstanding The Company agrees that if there is a Change in Control (as defined below) of the Company, then with respect to all matters thereafter arising concerning the rights of the Agent to indemnity payments and advances of any Expenses under this Agreement or any other provision agreement or Company by-law now or hereafter in this Agreement effect relating to the contraryIndemnifiable Actions, the Company shall indemnify the Indemnitee against all Expenses incurred seek legal advice only from Independent Counsel (as defined below) selected by the Indemnitee Agent and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and the Agent as to whether and to what extent the Agent would be permitted to be indemnified under applicable law. In all events, the Company shall pay all of the reasonable fees and expenses of, and all other fees, expenses and other amounts paid or payable by, the Independent Counsel referred to in this Section 5(f) in connection with the foregoing, including in connection with any hearing challenge to or Proceeding under this Section 8 involving the Indemnitee defense of any action or decision of such Independent Counsel, and against all Expenses incurred by the Indemnitee in connection with any other Proceeding between the Company shall fully indemnify and the Indemnitee involving the interpretation hold harmless such counsel against any and all expenses (including attorney’s fees), claims, liabilities and damages arising out of or enforcement of the rights of the Indemnitee under relating to this Agreement 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 faithits engagement pursuant hereto.

Determination of Right to Indemnification. (a) To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a) ), 4(b), or 4(b4(c) of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him in connection with the investigation, defense, defense or appeal of such Proceedingproceeding. (b) In the event that Section 8(a8 (a) is inapplicable, the Company shall also indemnify the Indemnitee unless, and only to the extent that, the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) The Indemnitee shall be entitled to select the forum in which the validity of the Company's claim under Section 8(b) hereof that the Indemnitee is not entitled to indemnification will be heard from among the following: (1) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2) The stockholders of the Company; (3) Legal counsel selected by the Indemnitee, and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or. (4) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected. (d) As soon as practicable, and in no event later than thirty (30) 30 days after written notice of the Indemnitee's choice of forum pursuant to Section 8(c) above, there shall be submitted the Company shall, at its own expense, submit to the selected forum in such forum manner as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, ; and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any If the forum listed in Section 8(c) hereof selected by Indemnitee determines that Indemnitee is entitled to indemnification with respect to a specific proceeding, such determination shall be final and binding on the Company. If the forum listed in Section 8(c) hereof selected by Indemnitee determines that Indemnitee is not entitled to indemnification with respect to a specific Proceedingproceeding, the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of Delaware, the court in which that Proceeding proceeding is or was pending, pending or any other court of competent jurisdiction, for the purpose of enforcing the Indemnitee's right to indemnification pursuant to this the Agreement. (f) Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a), 4(b) or 4(b4(c) of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him or her in connection with the investigation, defense, or appeal of such Proceedingtherewith. (b) In the event that Section 8(a) is inapplicable, the Company shall also indemnify the Indemnitee unless, and only to the extent that, the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) below that indemnification is the lndemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the lndemnitee to such indemnification. (c) The Indemnitee shall be entitled to select the forum in which the validity of the Company's ’s claim under Section 8(b) hereof that the Indemnitee lndemnitee is not entitled to indemnification will be heard from among the following: (1) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2) The stockholders of the Company; (3) Legal counsel selected by the Indemnitee, lndemnitee and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or; (4) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee lndemnitee and the last of whom is selected by the first two (2) arbitrators so selected. (d) As soon as practicable, and in no event later than thirty (30) 30 days after written notice of the Indemnitee's ’s choice of forum pursuant to Section 8(c) above, there shall be submitted the Company shall, at its own expense, submit to the selected forum in such forum manner as the Indemnitee lndemnitee or the Indemnitee's ’s counsel may reasonably request, its claim that the Indemnitee lndemnitee is not entitled to indemnification, ; and the Company shall act in the utmost good faith to assure the Indemnitee lndemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any forum listed in Section 8(c) hereof that Indemnitee the lndemnitee is not entitled to indemnification with respect to a specific Proceedingproceeding, the Indemnitee lndemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of Delaware, the court in which that Proceeding proceeding is or was pending, pending or any other court of competent jurisdiction, for the purpose of enforcing the Indemnitee's ’s right to indemnification pursuant to this the Agreement. (f) Notwithstanding any other provision in this Agreement to the contrary, the The Company shall indemnify the Indemnitee lndemnitee against all Expenses expenses incurred by the Indemnitee lndemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee lndemnitee and against all Expenses expenses incurred by the Indemnitee lndemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee lndemnitee involving the interpretation or enforcement of the rights of the Indemnitee lndemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee lndemnitee in any such Proceeding proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) 8.1. To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a) 4.1 or 4(b) 4.2 of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him or her in connection with the investigation, defensesuch proceeding, or appeal of such Proceedingclaim, issue or matter, as the case may be. (b) 8.2. In the event that Section 8(a) 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall also nonetheless indemnify the Indemnitee unless, and only to the extent that, unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) 8.3 below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) 8.3. The Indemnitee shall be entitled to select the forum in which the validity of the Company's ’s claim under Section 8(b) 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following, except that the Indemnitee can select a forum consisting of the stockholders of the Company only with the approval of the Company: (1a) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2b) The stockholders of the Company; (3c) Legal counsel selected mutually agreed upon by the Indemnitee, Indemnitee and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or; (4d) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected; or (e) The Court of Chancery of Delaware or other court having jurisdiction of subject matter and the parties. (d) 8.4. As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee's choice of forum has been selected pursuant to Section 8(c) 8.3 above, there shall be submitted the Company shall, at its own expense, submit to such the selected forum as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a . The Indemnitee shall cooperate with the person, persons or entity making such determination by any forum listed in Section 8(c) hereof that Indemnitee is not entitled to indemnification 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 the Indemnitee and reasonably necessary to such determination. 8.5. If the forum selected in accordance with Section 8.3 hereof is not a specific Proceedingcourt, then after the final decision of such forum is rendered, the Company or the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of Delaware, the court in which that Proceeding the proceeding giving rise to the Indemnitee’s claim for indemnification is or was pending, pending or any other court of competent jurisdiction, for the purpose of enforcing appealing the Indemnitee's decision of such forum; provided that such right is executed within sixty (60) days after the final decision of such forum is rendered. If the forum selected in accordance with Section 8.3 hereof is a court, then the rights of the Company or the Indemnitee to appeal any decision of such court shall be governed by the applicable laws and rules governing appeals of the decision of such court. 8.6. The knowledge and/or actions, or failure to act, of any other director, officer, employee or other agent of the Company shall not be imputed to the Indemnitee for purposes of determining the right to indemnification pursuant to under this Agreement. (f) 8.7. Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section subsections 4(a), 4(b) or 4(b4(c) of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him in connection with the investigation, defense, or appeal of such Proceedingproceeding. (b) In the event that Section 8(a) is inapplicable, the Company shall also indemnify the Indemnitee unless, and only to the extent that, the Company shall prove by clear and convincing evidence to a forum listed in Section Subsection 8(c) below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) The Indemnitee shall be entitled to select the forum in which the validity of the Company's claim under Section 8(b) hereof that the Indemnitee is not entitled to indemnification will be heard from among the following: (1) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2) The stockholders of the Company; (3) Legal counsel selected by the Indemnitee, and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or (4) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected. (d) As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee's choice of forum pursuant to Section 8(c) above, there shall be submitted to such forum as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any forum listed in Section 8(c) hereof that Indemnitee is not entitled to indemnification with respect to a specific Proceeding, the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, to apply to the Court of Chancery of Delaware, the court in which that Proceeding is or was pending, or any other court of competent jurisdiction, for the purpose of enforcing the Indemnitee's right to indemnification pursuant to this Agreement. (f) Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses incurred by the Indemnitee in connection with any hearing or Proceeding under this Section 8 involving the Indemnitee and against all Expenses incurred by the Indemnitee in connection with any other Proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement 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.

Determination of Right to Indemnification. (a) 7.1 To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a) 3.1 or 4(b) 3.2 of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him in connection with the investigation, defense, defense or appeal of such Proceedingproceeding. (b) 7.2 In the event that Section 8(a) 7.1 is inapplicable, the Company shall also nonetheless indemnify the Indemnitee unless, and only to the extent that, unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) 7.3 below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) 7.3 The Indemnitee shall be entitled to select the forum in which the validity of the Company's claim under Section 8(b) 7.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following: (1a) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2b) The stockholders of the Company; (3c) Legal counsel selected by the Indemnitee, and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or (4d) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected. (d) 7.4 As soon as practicable, and in no event later than thirty (30) 30 days after written notice of the Indemnitee's choice of forum pursuant to Section 8(c) 7.3 above, there shall be submitted the Company shall, at its own expense, submit to the selected forum in such forum manner as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, ; and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any 7.5 If the forum listed in Section 8(c) 7.3 hereof selected by Indemnitee determines that Indemnitee is entitled to indemnification with respect to a specific proceeding, such determination shall be final and binding on the Company. If the forum listed in Section 7.3 hereof selected by Indemnitee determines that Indemnitee is not entitled to indemnification with respect to a specific Proceedingproceeding, the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of Delaware, the court in which that Proceeding proceeding is or was pending, pending or any other court of competent jurisdiction, for the purpose of enforcing the Indemnitee's right to indemnification pursuant to this the Agreement. (f) 7.6 Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 7 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement Agreement. unless a court of competent jurisdiction finds that each of the the, material claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) 8.1 To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a) 4.1 or 4(b) 4.2 of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him or her in connection with the investigation, defense, defense or appeal of such Proceedingproceeding, or such claim, issue or matter, as the case may be. (b) 8.2 In the event that Section 8(a) 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall also nonetheless indemnify the Indemnitee unless, and only to the extent that, unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) 8.3 below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) 8.3 The Indemnitee shall be entitled to select the forum in which the validity of the Company's claim under Section 8(b) 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following, except that the Indemnitee can select a forum consisting of the stockholders of the Company only with the approval of the Company: (1a) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2b) The stockholders of the Company; (3c) Legal counsel selected mutually agreed upon by the Indemnitee, Indemnitee and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or; (4d) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected; or (e) The Court of Chancery of Nevada. (d) 8.4 As soon as practicable, and in no event later than thirty (30) 30 days after written notice of the Indemnitee's choice of forum has been selected pursuant to Section 8(c) 8.3 above, there shall be submitted the Company shall, at its own expense, submit to such the selected forum as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any 8.5 If the forum listed selected in accordance with Section 8(c) 8.3 hereof that Indemnitee is not entitled to indemnification with respect to a specific Proceedingcourt, then after the final decision of such forum is rendered, the Company or the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court State Courts of Chancery the State of Delaware, the court in which that Proceeding is or was pending, or any other court of competent jurisdictionNevada, for the purpose of enforcing appealing the Indemnitee's decision of such forum, provided that such right is executed within 60 days after the final decision of such forum is rendered. If the forum selected in accordance with Section 8.3 hereof is a court, then the rights of the Company or the Indemnitee to indemnification pursuant to this Agreementappeal any decision of such court shall be governed by the applicable laws and rules governing appeals of the decision of such court. (f) 8.6 Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) 8.1 To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a) 4.1 or 4(b) 4.2 of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him in connection with the investigation, defense, defense or appeal of such Proceedingproceeding, or such claim, issue or matter, as the case may be. (b) 8.2 In the event that Section 8(a) 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall also nonetheless indemnify the Indemnitee unless, and only unless the Indemnitee has not met the applicable standard of conduct required to entitle the extent that, the Company shall prove by clear and convincing evidence Indemnitee to a forum listed in Section 8(c) below that indemnification is not required pursuant to Sections 4 and 10 hereofsuch indemnification. (c) 8.3 The Indemnitee shall be entitled to select the forum in which the validity of the Company's claim under Section 8(b) hereof that the Indemnitee is not entitled such Indemnitee’s entitlement to indemnification will be heard from among the following, except that the Indemnitee may select a forum consisting of the stockholders of the Company only with the approval of the Company: (1a) A quorum majority vote of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought, even if less than a quorum; (2b) The stockholders A committee of the Companysuch directors designated by majority vote of such directors, even if less than a quorum; (3c) Legal If there are no such directors, or if such directors so direct, by independent legal counsel selected by (the Indemnitee, and reasonably approved by the Board, which counsel shall make such determination “Independent Counsel”) in a written opinion; or (4d) A panel The stockholders of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected. (d) As soon as practicable8.4 The Indemnitee shall select the Independent Counsel, who shall be reasonably satisfactory to the Company. The Company shall pay the reasonable fees and in no event later than thirty (30) days after written notice expenses of the Indemnitee's choice of forum pursuant to Section 8(c) above, there shall be submitted to such forum as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claimIndependent Counsel. (e) Notwithstanding a determination by any forum listed in Section 8(c) hereof that Indemnitee is not entitled to indemnification with respect to a specific Proceeding, the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, to apply to the Court of Chancery of Delaware, the court in which that Proceeding is or was pending, or any other court of competent jurisdiction, for the purpose of enforcing the Indemnitee's right to indemnification pursuant to this Agreement. (f) 8.5 Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or and not made in bad good faith.

Determination of Right to Indemnification. (a) 8.1 To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a) 4.1 or 4(b) 4.2 of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him or her in connection with the investigation, defense, defense or appeal of such Proceedingproceeding, or such claim, issue or matter, as the case may be. (b) 8.2 In the event that Section 8(a) 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall also nonetheless indemnify the Indemnitee unless, and only to the extent that, unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) 8.3 below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) 8.3 The Indemnitee shall be entitled to select the forum in which the validity of the Company's claim under Section 8(b) 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following, except that the Indemnitee can select a forum consisting of the stockholders of the Company only with the approval of the Company: (1a) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2b) The stockholders of the Company; (3c) Legal counsel selected mutually agreed upon by the Indemnitee, Indemnitee and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or; (4d) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected; or (e) A court with jurisdiction over the matter. (d) 8.4 As soon as practicable, and in no event later than thirty (30) 30 days after written notice of the Indemnitee's choice of forum has been selected pursuant to Section 8(c) 8.3 above, there shall be submitted the Company shall, at its own expense, submit to such the selected forum as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any 8.5 If the forum listed selected in accordance with Section 8(c) 8.3 hereof that Indemnitee is not entitled to indemnification with respect to a specific Proceedingcourt, then after the final decision of such forum is rendered, the Company or the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to a court with jurisdiction over the Court of Chancery of Delaware, the court in which that Proceeding is or was pending, or any other court of competent jurisdictionmatter , for the purpose of enforcing appealing the Indemnitee's decision of such forum, provided that such right is executed within 60 days after the final decision of such forum is rendered. If the forum selected in accordance with Section 8.3 hereof is a court, then the rights of the Company or the Indemnitee to indemnification pursuant to this Agreementappeal any decision of such court shall be governed by the applicable laws and rules governing appeals of the decision of such court. (f) 8.6 Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) 8.1 To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a) 4.1 or 4(b) 4.2 of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him in connection with the Indemnity Agreement investigation, defense, defense or appeal of such Proceedingproceeding, or such claim, issue or matter, as the case may be. (b) 8.2 In the event that Section 8(a) 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall also nonetheless indemnify the Indemnitee unless, and only to the extent that, unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) 8.3 below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) 8.3 The Indemnitee shall be entitled to select the forum in which the validity of the Company's claim under Section 8(b) 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following, except ------ that the Indemnitee can select a forum consisting of the stockholders of the Company only with the approval of the Company: (1a) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2b) The stockholders of the Company; (3c) Legal counsel selected mutually agreed upon by the Indemnitee, Indemnitee and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or; (4d) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected; or (e) The Court of Chancery of Delaware or other court having jurisdiction of subject matter and the parties. (d) 8.4 As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee's choice of forum has been selected pursuant to Section 8(c) 8.3 above, there shall be submitted the Company shall, at its own expense, submit to such the selected forum as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any 8.5 If the forum listed selected in accordance with Section 8(c) 8.3 hereof that Indemnitee is not entitled to indemnification with respect to a specific Proceedingcourt, then after the final decision of such forum is rendered, the Company or the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of Delaware, the court in which that Proceeding the proceeding giving rise to the Indemnitee's claim for indemnification is or was pending, pending or any other court of competent jurisdiction, for the purpose of enforcing appealing the Indemnitee's decision of such forum, provided -------- that such right to indemnification pursuant to this Agreement. is executed within sixty (f60) Notwithstanding any other provision days after the final decision of such forum is rendered. If the forum selected in this Agreement to the contraryaccordance with Section 8.3 hereof is a court, the Company shall indemnify the Indemnitee against all Expenses incurred by the Indemnitee in connection with any hearing or Proceeding under this Section 8 involving the Indemnitee and against all Expenses incurred by the Indemnitee in connection with any other Proceeding between the Company and the Indemnitee involving the interpretation or enforcement of then the rights of the Company or the Indemnitee under this Agreement unless a to appeal any decision of such court of competent jurisdiction finds that each shall be governed by the applicable laws and rules governing appeals of the claims and/or defenses decision of the Indemnitee in any such Proceeding was frivolous or made in bad faithcourt.

Determination of Right to Indemnification. (a) 8.1 To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a) 4.1 or 4(b) 4.2 of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him in connection with the investigation, defense, defense or appeal of such Proceedingproceeding, or such claim, issue or matter, as the case may be. (b) 8.2 In the event that Section 8(a) 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall also nonetheless indemnify the Indemnitee unless, and only to the extent that, unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) 8.3 below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) 8.3 The Indemnitee shall be entitled to select the forum in which the validity of the Company's claim under Section 8(b) 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following, except that the Indemnitee can select a forum consisting of the stockholders of the Company only with the approval of the Company: (1a) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2b) The stockholders of the Company; (3c) Legal counsel selected mutually agreed upon by the Indemnitee, Indemnitee and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or (4) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected. (d) As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee's choice of forum pursuant to Section 8(c) above, there shall be submitted to such forum as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any forum listed in Section 8(c) hereof that Indemnitee is not entitled to indemnification with respect to a specific Proceeding, the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, to apply to the Court of Chancery of Delaware, the court in which that Proceeding is or was pending, or any other court of competent jurisdiction, for the purpose of enforcing the Indemnitee's right to indemnification pursuant to this Agreement. (f) Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses incurred by the Indemnitee in connection with any hearing or Proceeding under this Section 8 involving the Indemnitee and against all Expenses incurred by the Indemnitee in connection with any other Proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement 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.;

Determination of Right to Indemnification. (a) 8.1 To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a) 4.1 or 4(b) 4.2 of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him or her in connection with the investigation, defense, defense or appeal of such Proceedingproceeding, or such claim, issue or matter, as the case may be. (b) 8.2 In the event that Section 8(a) 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall also nonetheless indemnify the Indemnitee unless, and only to the extent that, unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) 8.3 below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) 8.3 The Indemnitee shall be entitled to select the forum in which the validity of the Company's ’s claim under Section 8(b) 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following, except that the Indemnitee can select a forum consisting of the stockholders of the Company only with the approval of a quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought: (1a) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2b) The stockholders of the Company; (3c) Legal counsel selected mutually agreed upon by the Indemnitee, Indemnitee and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or; (4d) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected; or (e) The Court of Chancery of Delaware. (d) 8.4 As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee's choice of forum has been selected pursuant to Section 8(c) 8.3 above, there shall be submitted the Company shall, at its own expense, submit to such the selected forum as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any 8.5 If the forum listed selected in accordance with Section 8(c) 8.3 hereof that Indemnitee is not entitled to indemnification with respect to a specific Proceedingcourt, then after the final decision of such forum is rendered, the Company or the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of Delaware, the court in which that Proceeding is or was pending, or any other court of competent jurisdiction, for the purpose of enforcing appealing the Indemnitee's decision of such forum, provided that such right is executed within sixty (60) days after the final decision of such forum is rendered. If the forum selected in accordance with Section 8.3 hereof is a court, then the rights of the Company or the Indemnitee to indemnification pursuant to this Agreementappeal any decision of such court shall be governed by the applicable laws and rules governing appeals of the decision of such court. (f) 8.6 Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) 8.1 To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a) 4.1 or 4(b) 4.2 of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him in connection with the investigation, defense, defense or appeal of such Proceeding.proceeding, or such claim, issue or matter, as the case may be. Silicon Image, Inc. Indemnity Agreement (b) 8.2 In the event that Section 8(a) 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall also nonetheless indemnify the Indemnitee unless, and only to the extent that, unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) 8.3 below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) 8.3 The Indemnitee shall be entitled to select the forum in which the validity of the Company's claim under Section 8(b) 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following, EXCEPT that the Indemnitee can select a forum consisting of the stockholders of the Company only with the approval of the Company: (1a) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2b) The stockholders of the Company; (3c) Legal counsel selected mutually agreed upon by the Indemnitee, Indemnitee and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or; (4d) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected; or (e) A court having jurisdiction of subject matter and the parties. (d) 8.4 As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee's choice of forum has been selected pursuant to Section 8(c) 8.3 above, there shall be submitted the Company shall, at its own expense, submit to such the selected forum as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any 8.5 If the forum listed selected in accordance with Section 8(c) 8.3 hereof that Indemnitee is not entitled to indemnification with respect to a specific Proceedingcourt, then after the final decision of such forum is rendered, the Company or the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of Delaware, the court in which that Proceeding the proceeding giving rise to the Indemnitee's claim for indemnification is or was pending, pending or any other court of competent jurisdiction, for the purpose of enforcing appealing the Indemnitee's decision of such forum, PROVIDED that such right is executed within sixty (60) days after the final decision of such forum is rendered. If the forum selected in accordance with Section 8.3 hereof is a court, then the rights of the Company or the Indemnitee to indemnification pursuant to this Agreementappeal any decision of such court shall be governed by the applicable laws and rules governing appeals of the decision of such court. (f) 8.6 Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between Silicon Image, Inc. Indemnity Agreement the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) 8.1 To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a) 4.1 or 4(b) 4.2 of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him in connection with the investigation, defense, defense or appeal of such Proceedingproceeding, or such claim, issue or matter, as the case may be. (b) 8.2 In the event that Section 8(a) 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall also nonetheless indemnify the Indemnitee unless, and only to the extent that, unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) 8.3 below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) 8.3 The Indemnitee shall be entitled to select the forum in which the validity of the Company's ’s claim under Section 8(b) 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following: (1a) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2b) The stockholders of the Company; (3c) Legal counsel selected by the Indemnitee, and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or (4d) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee Indemnitee, and the last of whom is selected by the first two (2) arbitrators so selected. (d) 8.4 As soon as practicable, and in no event later than thirty (30) 30 days after written notice of the Indemnitee's ’s choice of forum pursuant to Section 8(c) 8.3 above, there shall be submitted the Company shall, at its own expense, submit to the selected forum in such forum manner as the Indemnitee or the Indemnitee's ’s counsel may reasonably reasonable request, its claim that the Indemnitee is not entitled to indemnification, ; and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any 8.5 If the forum listed in Section 8(c) 8.3 hereof selected by Indemnitee determines that Indemnitee is entitled to indemnification with respect to a specific proceeding, such determination shall be final and binding on the Company. If the forum listed in Section 8.3 hereof selected by Indemnitee determines that Indemnitee is not entitled to indemnification with respect to a specific Proceedingproceeding, the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of Delaware, the court in which that Proceeding proceeding is or was pending, pending or any other court of competent jurisdiction, for the purpose of determining whether Indemnitee is entitled to indemnification and enforcing the Indemnitee's ’s right to indemnification pursuant to this the Agreement. (f) 8.6 Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses defense of the Indemnitee in any such Proceeding proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding referred to in Any indemnification under Section 4(a) or 4(b) 4 of this Agreement or (unless ordered by a court) shall be made by the Company only as authorized in the defense specific case unless a determination shall be made that indemnification of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses actually and reasonably incurred by him is not proper in connection with the investigation, defense, or appeal circumstances because he has not met the applicable standard of such Proceedingconduct set forth in said Section 4. (b) In the event that Section 8(a) is inapplicable, the Company shall also indemnify the Indemnitee unless, and only to the extent that, the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) below that indemnification is not required pursuant to Sections 4 and 10 hereof. (c) The Indemnitee shall be entitled to select the forum in which the validity of the Company's claim under Section 8(b) hereof that the Indemnitee he is not entitled to indemnification will be heard from among the following, which forums shall determine that the Indemnitee is entitled to such indemnification unless the Company shall prove by clear and convincing evidence that: (i) the Indemnitee has not met the applicable standard of conduct required to entitle the Indemnitee to such Indemnification or that Indemnification is otherwise not required pursuant to Section 11 hereof, and (ii) the requirements of Section 5 have not been met: (1) A majority vote of a quorum of the Company's Board of Directors consisting of directors who are not parties to the proceeding Proceeding for which indemnification is being sought; (2) By independent legal counsel in a written opinion; (3) The stockholders of the Company; (3) Legal counsel selected by the Indemnitee, and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or (4) A panel of three (3) arbitratorsarbritators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected. (dc) As soon as practicable, and in no event later than thirty (30) 30 days after written notice of the Indemnitee's choice of forum pursuant to Section 8(c10(b) above, there shall be submitted the Company shall, at its own expense, submit to the selected forum in such forum manner as the Indemnitee or the Indemnitee's counsel may reasonably request, its any claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (ed) Notwithstanding a determination by any forum listed in Section 8(c10(b) hereof that Indemnitee is not entitled to indemnification with respect to a specific Proceedingproceeding, the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of Delaware, the court in which that Proceeding proceeding is or was pending, or any other court of competent jurisdiction, for the purpose of enforcing the Indemnitee's right to indemnification pursuant to this Agreement. Such court shall find that the Indemnitee is entitled to indemnification unless the Company shall prove by clear and convincing evidence that (i) the Indemnitee has not met the applicable standard of conduct required to entitle the Indemnitee to such indemnification or that indemnification is otherwise not required pursuant to Section 11 hereof, and (ii) the requirements of Section 10(a) have not been met. (fe) Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 11 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or made in bad faith.

Determination of Right to Indemnification. (a) To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a) ), 4(b), or 4(b4(c) of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him in connection with the investigation, defense, defense or appeal of such Proceedingproceeding. (b) In the event that Section 8(a) is inapplicable, the Company shall also indemnify the Indemnitee unless, and only to the extent that, the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) The Indemnitee shall be entitled to select the forum in which the validity of the Company's ’s claim under Section 8(b) hereof that the Indemnitee is not entitled to indemnification will be heard from among the following: (1) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2) The stockholders of the Company; (3) Legal counsel selected by the Indemnitee, and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or. (4) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected. (d) As soon as practicable, and in no event later than thirty (30) 30 days after written notice of the Indemnitee's ’s choice of forum pursuant to Section 8(c) above, there shall be submitted the Company shall, at its own expense, submit to the selected forum in such forum manner as the Indemnitee or the Indemnitee's ’s counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, ; and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any If the forum listed in Section 8(c) hereof selected by Indemnitee determines that Indemnitee is entitled to indemnification with respect to a specific proceeding, such determination shall be final and binding on the Company. If the forum listed in Section 8(c) hereof selected by Indemnitee determines that Indemnitee is not entitled to indemnification with respect to a specific Proceedingproceeding, the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of Delaware, the court in which that Proceeding proceeding is or was pending, pending or any other court of competent jurisdiction, for the purpose of enforcing the Indemnitee's ’s right to indemnification pursuant to this the Agreement. (f) Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) 8.1 To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a) 4.1 or 4(b) 4.2 of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him in connection with the investigation, defense, defense or appeal of such Proceedingproceeding, or such claim, issue or matter, as the case may be. (b) 8.2 In the event that Section 8(a) 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall also nonetheless indemnify the Indemnitee unless, and only to the extent that, unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) 8.3 below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) 8.3 The Indemnitee shall be entitled to select the forum in which the validity of the Company's claim under Section 8(b) 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following, except that the Indemnitee can select a forum consisting of the ------ stockholders of the Company only with the approval of the Company: (1a) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2b) The stockholders of the Company; (3c) Legal counsel selected mutually agreed upon by the Indemnitee, Indemnitee and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or; (4d) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected; or (e) The Court of Chancery of Delaware or other court having jurisdiction of subject matter and the parties. (d) 8.4 As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee's choice of forum has been selected pursuant to Section 8(c) 8.3 above, there shall be submitted the Company shall, at its own expense, submit to such the selected forum as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any 8.5 If the forum listed selected in accordance with Section 8(c) 8.3 hereof that Indemnitee is not entitled to indemnification with respect to a specific Proceedingcourt, then after the final decision of such forum is rendered, the Company or the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of Delaware, the court in which that Proceeding the proceeding giving rise to the Indemnitee's claim for indemnification is or was pending, pending or any other court of competent jurisdiction, for the purpose of enforcing appealing the Indemnitee's decision of such forum, provided -------- that such right is executed within sixty (60) days after the final decision of such forum is rendered. If the forum selected in accordance with Section 8.3 hereof is a court, then the rights of the Company or the Indemnitee to indemnification pursuant to this Agreementappeal any decision of such court shall be governed by the applicable laws and rules governing appeals of the decision of such court. (f) 8.6 Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) 8.1 To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a) 4.1 or 4(b) 4.2 of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him in connection with the investigation, defense, defense or appeal of such Proceedingproceeding, or such claim, issue or matter, as the case may be. (b) 8.2 In the event that Section 8(a) 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall also nonetheless indemnify the Indemnitee unless, and only to the extent that, unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) 8.3 below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) 8.3 The Indemnitee shall be entitled to select the forum in which the validity of the Company's claim under Section 8(b) 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following, except that the Indemnitee can select a forum consisting of the shareholders of the Company only with the approval of the Company: (1a) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2b) The stockholders shareholders of the Company; (3c) Legal counsel selected by the Indemnitee, and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or (4d) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee Indemnitee, and the last of whom is selected by the first two (2) arbitrators so selected. (d) 8.4 As soon as practicable, and in no event later than thirty (30) 30 days after written notice of the Indemnitee's choice of forum pursuant to Section 8(c) 8.3 above, there shall be submitted the Company shall, at its own expense, submit to the selected forum in such forum manner as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, ; and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any 8.5 If the forum listed in Section 8(c) 8.3 hereof selected by the Indemnitee determines that the Indemnitee is entitled to indemnification with respect to a specific proceeding, such determination shall be final and binding on the Company. If the forum listed in Section 8.3 hereof selected by the Indemnitee determines that the Indemnitee is not entitled to indemnification with respect to a specific Proceedingproceeding, the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of Delaware, the court in which that Proceeding proceeding is or was pending, pending or any other court of competent jurisdiction, for the purpose of determining whether the Indemnitee is entitled to indemnification and enforcing the Indemnitee's right to indemnification pursuant to this the Agreement. (f) 8.6 Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) 8.1 To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a) 4.1 or 4(b) 4.2 of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him or her in connection with the investigation, defense, defense or appeal of such Proceedingproceeding, or such claim, issue or matter, as the case may be. (b) 8.2 In the event that Section 8(a) 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall also nonetheless indemnify the Indemnitee unless, and only to the extent that, unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) 8.3 below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) 8.3 The Indemnitee shall be entitled to select the forum in which the validity of the Company's ’s claim under Section 8(b) 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following, except that the Indemnitee can select a forum consisting of the stockholders of the Company only with the approval of the Company: (1a) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2b) The stockholders of the Company; (3c) Legal counsel selected mutually agreed upon by the Indemnitee, Indemnitee and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or; (4d) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected; or (e) The Court of Chancery of Delaware. (d) 8.4 As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee's choice of forum has been selected pursuant to Section 8(c) 8.3 above, there shall be submitted the Company shall, at its own expense, submit to such the selected forum as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any 8.5 If the forum listed selected in accordance with Section 8(c) hereof that Indemnitee 8.3 hereto is not entitled to indemnification with respect to a specific Proceedingcourt, then after the final decision of such forum is rendered, the Company or the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of Delaware, the court in which that Proceeding is or was pending, or any other court of competent jurisdiction, for the purpose of enforcing appealing the Indemnitee's decision of such forum, provided, that such right is executed within sixty (60) days after the final decision of such forum is rendered .If the forum selected in accordance with Section 8.3 hereof is a court, then the rights of the Company or the Indemnitee to indemnification pursuant to this Agreementappeal any decision of such court shall be governed by the applicable laws and rules governing appeals of the decision of such court. (f) 8.6 Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) 8.1 To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding referred to in Section 4(a) 4.1 or 4(b) 4.2 of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses actually and reasonably incurred by him in connection with the Indemnity Agreement investigation, defense, defense or appeal of such Proceeding, or such claim, issue or matter, as the case may be. (b) 8.2 In the event that Section 8(a) 8.1 is inapplicable, or does not apply to the entire Proceeding, the Company shall also nonetheless indemnify the Indemnitee unless, and only to the extent that, unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) 8.3 below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) 8.3 The Indemnitee shall be entitled to select the forum in which the validity of the Company's ’s claim under Section 8(b) 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following, except that the Indemnitee can select a forum consisting of the stockholders of the Company only with the approval of the Company: (1a) A quorum of the Board consisting of directors who are not parties to the proceeding Proceeding for which indemnification is being sought; (2b) The stockholders of the Company; (3c) Legal counsel selected mutually agreed upon by the Indemnitee, Indemnitee and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or; (4d) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected; or (e) The Court of Chancery of Nevada or other court having jurisdiction of subject matter and the parties. (d) 8.4 As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee's choice of forum has been selected pursuant to Section 8(c) 8.3 above, there shall be submitted the Company shall, at its own expense, submit to such the selected forum as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any 8.5 If the forum listed selected in accordance with Section 8(c) 8.3 hereof that Indemnitee is not entitled to indemnification with respect to a specific Proceedingcourt, then after the final decision of such forum is rendered, the Company or the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of Delawaredistrict court in Nevada, the court in which that the Proceeding giving rise to the Indemnitee’s claim for indemnification is or was pending, pending or any other court of competent jurisdiction, for the purpose of enforcing appealing the Indemnitee's decision of such forum, provided that such right is executed within sixty (60) days after the final decision of such forum is rendered. If the forum selected in accordance with Section 8.3 hereof is a court, then the rights of the Company or the Indemnitee to indemnification pursuant to this Agreementappeal any decision of such court shall be governed by the applicable laws and rules governing appeals of the decision of such court. (f) 8.6 Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses incurred by the Indemnitee in connection with any hearing or Proceeding under this Section 8 involving the Indemnitee and against all Expenses incurred by the Indemnitee in connection with any other Proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) 7.1 To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a) 3.1 or 4(b) 3.2 of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him in connection with the investigation, defense, defense or appeal of such Proceedingproceeding, or such claim, issue or matter, as the case may be. (b) 7.2 In the event that Section 8(a) 7.1 is inapplicable, or does not apply to the entire proceeding, the Company shall also nonetheless indemnify the Indemnitee unless, and only to the extent that, unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) 7.3 below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) 7.3 The Indemnitee shall be entitled to select the forum in which the validity of the Company's ’s claim under Section 8(b) 7.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following: (1a) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2) The stockholders of the Company; (3b) Legal counsel selected mutually agreed upon by the Indemnitee, Indemnitee and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or; (4c) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected.; or (d) Any court having jurisdiction of subject matter and the parties. 7.4 As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee's choice of forum has been selected pursuant to Section 8(c) 7.3 above, there shall be submitted the Company shall, at its own expense, submit to such the selected forum as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any 7.5 If the forum listed selected in accordance with Section 8(c) 7.3 hereof that Indemnitee is not entitled to indemnification with respect to a specific Proceedingcourt, then after the final decision of such forum is rendered, the Company or the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court court having jurisdiction of Chancery of Delawaresubject matter and the parties, the court in which that Proceeding the proceeding giving rise to the Indemnitee’s claim for indemnification is or was pending, pending or any other court of competent jurisdiction, for the purpose of enforcing appealing the Indemnitee's decision of such forum, provided that such right is executed within sixty (60) days after the final decision of such forum is rendered. If the forum selected in accordance with Section 7.3 hereof is a court, then the rights of the Company or the Indemnitee to indemnification pursuant to this Agreementappeal any decision of such court shall be governed by the applicable laws and rules governing appeals of the decision of such court. (f) 7.6 Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 7 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a), 4(b) or 4(b4(c) of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him or her in connection with the investigation, defense, or appeal of such Proceedingtherewith. (b) In the event that Section 8(a) is inapplicable, the Company shall also indemnify the Indemnitee unless, and only to the extent that, the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) The Indemnitee shall be entitled to select the forum in which the validity of the Company's ’s claim under Section 8(b) hereof that the Indemnitee is not entitled to indemnification will be heard from among the following: (1) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2) The stockholders of the Company; (3) Legal counsel selected by the Indemnitee, Indemnitee and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or (4) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected. (d) As soon as practicable, and in no event later than thirty (30) 30 days after written notice of the Indemnitee's ’s choice of forum pursuant to Section 8(c) above, there shall be submitted the Company shall, at its own expense, submit to the selected forum in such forum manner as the Indemnitee or the Indemnitee's ’s counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, ; and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any forum listed in Section 8(c) hereof that the Indemnitee is not entitled to indemnification with respect to a specific Proceedingproceeding, the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of Delaware, the court in which that Proceeding proceeding is or was pending, pending or any other court of competent jurisdiction, for the purpose of enforcing the Indemnitee's ’s right to indemnification pursuant to this the Agreement. (f) Notwithstanding any other provision in this Agreement to the contrary, the The Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or not made in bad good faith.

Determination of Right to Indemnification. (a) To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding proceeding referred to in Section 4(a3.4(a) or 4(b3.4(b) of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses expenses actually and reasonably incurred by him in connection with the investigation, defense, defense or appeal of such Proceedingproceeding, or such claim, issue or matter, as the case may be. (b) In the event that Section 8(a3.6(a) is inapplicable, or does not apply to the entire proceeding, the Company shall also nonetheless indemnify the Indemnitee unless, and only to the extent that, unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) 8.3 below that indemnification is the Indemnitee has not met the applicable standard of conduct required pursuant to Sections 4 and 10 hereofentitle the Indemnitee to such indemnification. (c) The Indemnitee shall be entitled to select the forum in which the validity of the Company's claim under Section 8(b3.6(b) hereof that the Indemnitee is not entitled to indemnification will be heard from among the following, except that the Indemnitee can select a forum consisting of the stockholders of the Company only with the approval of the Company: (1i) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2ii) The stockholders of the Company; (3iii) Legal counsel selected mutually agreed upon by the Indemnitee, Indemnitee and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or; (4iv) A panel of three (3) arbitrators, one (1) of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected; or (v) The Court of Chancery of Delaware or other court having jurisdiction of subject matter and the parties. (d) As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee's choice of forum has been selected pursuant to Section 8(c3.6(c) above, there shall be submitted the Company shall, at its own expense, submit to such the selected forum as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. (e) Notwithstanding a determination by any If the forum listed selected in accordance with Section 8(c3.c(c) hereof that Indemnitee is not entitled to indemnification with respect to a specific Proceedingcourt, then after the final decision of such forum is rendered, the Company or the Indemnitee shall have the right, subject to the provisions of Section 18 hereof, right to apply to the Court of Chancery of Delaware, the court in which that Proceeding the proceeding giving rise to the Indemnitee's claim for indemnification is or was pending, pending or any other court of competent jurisdiction, for the purpose of enforcing appealing the Indemnitee's decision of such forum, provided that such right is executed within sixty (60) days after the final decision of such forum is rendered. If the forum selected in accordance with Section 3.6(c) hereof is a court, then the rights of the Company or the Indemnitee to indemnification pursuant to this Agreementappeal any decision of such court shall be governed by the applicable laws and rules governing appeals of the decision of such court. (f) Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses expenses incurred by the Indemnitee in connection with any hearing or Proceeding proceeding under this Section 8 involving the Indemnitee and against all Expenses expenses incurred by the Indemnitee in connection with any other Proceeding proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding proceeding was frivolous or not made in bad good faith.