Indemnification for Additional Expenses. The Company shall indemnify Indemnitee against any and all costs and expenses (including attorneys' and expert witnesses' fees) and, if requested by Indemnitee, shall (within two ​ business days of that request) advance those costs and expenses to Indemnitee, that are incurred by Indemnitee if Indemnitee, whether by formal proceedings or through demand and negotiation without formal proceedings: # seeks to enforce Indemnitee's rights under this Agreement, # seeks to enforce Indemnitee's rights to expense advancement or indemnification under any other agreement or provision of the Company's Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Indemnifiable Events, or # seeks recovery under any directors' and officers' liability insurance policies maintained by the Company, in each case regardless of whether Indemnitee ultimately prevails. To the fullest extent permitted by law, the Company waives any and all rights that it may have to recover its costs and expenses from Indemnitee.

Indemnification for Additional Expenses.Expenses Incurred to Secure Recovery or as Witness. (a) The Company shallshall, to the fullest extent permitted by law, indemnify Indemnitee againstwith respect to, and hold Indemnitee harmless from and against, any and all costs and expenses (including attorneys' and expert witnesses' fees)Expenses and, if requested by Indemnitee, shall (within two ​ business daysadvance on an as-incurred basis (as provided in [Section 6] of that request) advance those costs and expensesthis Agreement) such Expenses to Indemnitee, thatwhich are incurred by Indemnitee if Indemnitee, whetherin connection with any action or proceeding or part thereof brought by formal proceedingsIndemnitee for # indemnification or through demand and negotiation without formal proceedings: # seeks to enforce Indemnitee's rightsadvance payment of Expenses by the Company under this Agreement, # seeks to enforce Indemnitee's rights to expense advancement or indemnification under any other agreement or provision ofagreement, the Company's Certificate of Incorporation or Bylaws of the Company as now or hereafter in effect relating to Claims for Indemnifiable Events,effect; or # seeks recovery under any directors'director and officers'officer liability insurance policies maintained by the Company, in each case regardless of whether Indemnitee ultimately prevails. To the fullest extent permitted by law, the Company waives any and all rights that it may have to recover its costs and expenses from Indemnitee.Company.

Indemnification for Additional Expenses. TheWithout limiting the generality or effect of the foregoing, the Company shall indemnify and hold harmless Indemnitee against any and all costs and expenses (including attorneys' and expert witnesses' fees) and, if requested by Indemnitee, shall (within two ​reimburse Indemnitee for, or advance to Indemnitee, within five business days of that request) advance those costssuch request, any and expenses to Indemnitee, that areall Expenses actually and reasonably paid or incurred by Indemnitee if Indemnitee, whetherin connection with any Claim made, instituted or conducted by formal proceedingsIndemnitee for # indemnification or through demand and negotiation without formal proceedings: # seeks to enforce Indemnitee's rightspayment, advancement or reimbursement of Expenses by the Company under any provision of this Agreement, # seeks to enforce Indemnitee's rights to expense advancement or indemnification under any other agreement or provision of the Company's Certificate of Incorporation or BylawsConstituent Documents now or hereafter in effect relating to Claims for Indemnifiable Events, Claims, and/or # seeks recovery under any directors'directors’ and officers'officers’ liability insurance policies maintained by the Company, regardless in each case regardless of whether Indemnitee ultimately prevails. Tois determined to be entitled to such indemnification, reimbursement, advance or insurance recovery, as the fullest extent permitted by law,case may be; provided, however, that Indemnitee shall return, without interest, any such advance of Expenses (or portion thereof) which remains unspent at the Company waives any and all rights that it may havefinal disposition of the Claim to recover its costs and expenses from Indemnitee.which the advance related.

Indemnification for Additional Expenses. The Company shall indemnify Indemnitee against any and all costs and expensesExpenses (including attorneys' and expert witnesses'attorneys’ fees) and, if requested by Indemnitee, shall (within two ​ business days of that request) advance those costs and expensessuch Expenses to Indemnitee, thatwhich are incurred by Indemnitee if Indemnitee, whetherin connection with any Claim asserted against or action brought by formal proceedingsIndemnitee for # indemnification or through demand and negotiation without formal proceedings: # seeks to enforce Indemnitee's rightsadvance payment of Expenses by the Company under this Agreement, # seeks to enforce Indemnitee's rights to expense advancementAgreement or indemnification under any other agreement or provision of the Company's Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Indemnifiable Events, Other Indemnity Provision; and/or # seeks recovery under any directors'directors’ and officers'officers’ liability insurance policies maintained by the Company,Company. Unless payment in each case regardlessfull has actually been made to or on behalf of whetherIndemnitee under any insurance policy or Other Indemnity Provision (as defined in [Section 11] below), within ten (10) business days after any request by Indemnitee, the Company shall, in accordance with such request, # pay such Expenses on behalf of Indemnitee, # advance to Indemnitee funds in an amount sufficient to pay such Expenses, or # reimburse Indemnitee for such Expenses. The Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid Indemnitee under this [Section 5] if, subsequent to the final disposition of any Claim asserted against or action brought by Indemnitee, Indemnitee ultimately prevails. Tois determined not to be entitled to such indemnification, advance expense payment or insurance recovery, as the fullest extent permitted by law, the Company waives any and all rights that itcase may have to recover its costs and expenses from Indemnitee.be.

Indemnification for Additional Expenses. TheExpenses in Enforcing Rights. To the fullest extent allowable under applicable law, the Company shall also indemnify Indemnitee against any and all costs and expenses (including attorneys' and expert witnesses' fees)against, and, if requested by the Indemnitee, shall (within two ​ business days of that request) advance those coststo the Indemnitee subject to and expenses to Indemnitee, that arein accordance with [Section 4], any Expenses actually and reasonably paid or incurred by the Indemnitee if Indemnitee, whetherin connection with any action or proceeding by formal proceedingsthe Indemnitee for # indemnification or through demand and negotiation without formal proceedings: # seeks to enforce Indemnitee's rightsreimbursement or advance payment of Expenses by the Company under any provision of this Agreement, # seeks to enforce Indemnitee's rights to expense advancement or indemnification under any other agreement or provision of the Company's CertificateArticles of Incorporation or Bylaws now or hereafter in effect relating to Claims forrelating to Indemnifiable Events, and/or # seeks recovery under any directors'directors’ and officers'officers’ liability insurance policies maintained by the Company, in each caseCompany regardless of whether the Indemnitee ultimately prevails. Tois determined to be entitled to such indemnification or insurance recovery, as the fullest extent permitted by law,case may be. However, in the event that the Indemnitee is ultimately determined not to be entitled to such indemnification or insurance recovery, as the case may be, then all amounts advanced under this [Section 5] shall be repaid. The Indemnitee shall be required to reimburse the Company waives any and all rightsin the event that it may have to recover its costs and expenses from Indemnitee.a final judicial determination is made that such action brought by the Indemnitee was frivolous or not made in good faith.

The Company shall indemnify Indemnitee against any and all costs and expenses (including attorneys' and expert witnesses' fees)Enforcement Expenses and, if requested by Indemnitee, shall (within two ​ businessten (10) days after receipt by the Company of that request) advance those costs and expensesa written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, thatwhich are incurred by Indemnitee if Indemnitee, whetherin connection with any action brought by formal proceedingsIndemnitee for indemnification or through demand and negotiation without formal proceedings: # seeks to enforce Indemnitee's rightsadvancement from the Company under this Agreement, # seeks to enforce Indemnitee's rights to expense advancementAgreement or indemnification under any other agreement or provision of the Company's Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Indemnifiable Events, or # seeks recovery under any directors'directors’ and officers'officers’ liability insurance policies maintained by the Company, in each case regardless of whether Indemnitee ultimately prevails. Tois determined to be entitled to such indemnification, advancement or insurance recovery, as the fullest extent permitted by law,case may be, in the Company waives any and all rights that it may have to recover its costs and expenses from Indemnitee.suit for which indemnification or advancement is being sought.

Section # Company Bears Expenses if Indemnitee Successful. In the event that Indemnitee, pursuant to this [Article 8], seeks a judicial adjudication of his or her rights under, or to recover damages for Additional Expenses. The Company shall indemnify Indemnitee against any and all costs and expenses (including attorneys' and expert witnesses' fees) and, if requested by Indemnitee, shall (within two ​ business days of that request) advance those costs and expenses to Indemnitee, that are incurred by Indemnitee if Indemnitee, whether by formal proceedings or through demand and negotiation without formal proceedings: # seeks to enforce Indemnitee's rights underbreach of, this Agreement, # seeks to enforce Indemnitee's rights to expense advancement or indemnification under any other agreement for indemnification, the indemnification or provisionadvancement of expenses provisions in the Company's Certificate or Bylaws, payment of IncorporationExpenses in advance or Bylaws nowcontribution hereunder or hereafter in effect relating to Claims for Indemnifiable Events, or # seeks recoveryrecover under any directors'director and officers'officer liability insurance policies maintained by the Company, in each case regardless of whether Indemnitee ultimately prevails. Tothe Company will, to the fullest extent permitted by law, the Company waivesindemnify and hold harmless Indemnitee against any and all rights that it may haveExpenses which are paid or incurred by Indemnitee in connection with such judicial adjudication, if Indemnitee ultimately is determined to recover its costs and expenses from Indemnitee.be entitled to such indemnification, payment of Expenses in advance or contribution or insurance recovery. In addition, if requested by Indemnitee, the Company will (within ten days after receipt by the Company of the written request therefore), pay as an Expense Advance such Expenses, to the fullest extent permitted by law.

In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee against any and all costs and expenses (including attorneys' and expert witnesses' fees) and, if requested by Indemnitee, shall (within two ​ business days of that request) advance those costs and expenses to Indemnitee, that are incurred by Indemnitee if Indemnitee, whether by formal proceedings or through demand and negotiation without formal proceedings: # seeks to enforce Indemnitee's rights under this Agreement, # seeks to enforce Indemnitee's rights to expense advancement or indemnification under any other agreement or provision of the Company's Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Indemnifiable Events, or # seeks recovery under any directors' and officers' liability insurance policies maintained by the Company, in each case regardless of whether Indemnitee ultimately prevails. To the fullest extent permitted by law, as the same exists or hereafter may be amended or interpreted (but in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the Company waivesto provide broader indemnification rights than were provided prior thereto), promptly upon the receipt of written demand, against any and all rights that it may haveLosses. If so requested by Indemnitee, the Company shall advance any and all Expenses to recover its costs and expenses from Indemnitee.Indemnitee (whether such funds are paid directly on Indemnitee’s behalf, advanced to Indemnitee in an amount sufficient pay such Expenses or reimbursed to Indemnitee after Indemnitee pays such Expenses, an “Expense Advance”). Indemnitee’s right to an Expense Advance is not subject to the satisfaction of any standard of conduct. Without limiting the generality of the foregoing, unless payment in full has actually been made to or on behalf of Indemnitee under any insurance policy or Other Indemnity Provision (as defined in [Section 11] below), within ten (10) business days after any request by Indemnitee, the Company shall, in accordance with such request, # pay such Expenses on behalf of Indemnitee, # advance to Indemnitee funds in an amount sufficient to pay such Expenses, or # reimburse Indemnitee for such Expenses. Notwithstanding anything in this Agreement to the contrary (except as set forth in [Section 5]), prior to a Change in Control, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or the Board of Directors of the Company has consented to the initiation of such claim.

Claims Initiated by Indemnitee. Notwithstanding any provision herein to the contrary, the Company shall not be obligated to indemnify or advance Expenses to Indemnitee with respect to proceedings or claims initiated or brought by Indemnitee against anythe Company or its Agents and all costs and expenses (including attorneys' and expert witnesses' fees) and, if requestednot by Indemnitee, shall (within two ​ business daysway of that request) advance those costs and expensesdefense, except # with respect to Indemnitee, that are incurred by Indemnitee if Indemnitee, whether by formal proceedings brought to establish or through demand and negotiation without formal proceedings: # seeksenforce a right to enforce Indemnitee's rightsindemnification or advancement under this Agreement, # seeks to enforce Indemnitee's rights to expense advancementAgreement or indemnification under any other agreementagreement, provision in the Bylaws or provision of the Company's Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Indemnifiable Events,applicable law, or # seeks recovery underwith respect to any directors' and officers' liability insurance policies maintainedother proceeding initiated by Indemnitee that is either approved by the Company, in each case regardlessBoard of whether Indemnitee ultimately prevails. To the fullest extent permittedDirectors or Indemnitee’s participation is required by law,applicable law. However, indemnification or advancement of Expenses may be provided by the Company waives any and all rights thatin specific cases if the Board of Directors determines it may have to recover its costs and expenses from Indemnitee.be appropriate.

Advancement of Expenses. The CompanyIndemnitee shall indemnify Indemnitee againsthave the right to advancement by the Company, prior to the final disposition of any Claim by final adjudication to which there are no further rights of appeal, of any and all costsExpenses actually and expenses (including attorneys' and expert witnesses' fees) and, ifreasonably paid or incurred by the Indemnitee in connection with any Claim arising out of an Indemnifiable Event. The Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. Without limiting the generality or effect of the foregoing, within 20 days after any request by the Indemnitee, the Company shall, in accordance with such request, # pay such Expenses on behalf of the Indemnitee, # advance to the Indemnitee funds in an amount sufficient to pay such Expenses, or # reimburse the Indemnitee for such Expenses. If requested by a law firm or other professional representing the Indemnitee, the Company shall (within two ​ business days ofpay such firm(s) a reasonable retainer. In connection with any request for Expense Advances, the Indemnitee shall not be required to provide any documentation or information to the extent that request) advance those coststhe provision thereof would undermine or otherwise jeopardize the attorney-client privilege. In connection with any request for Expense Advances, the Indemnitee shall execute and expensesdeliver to Indemnitee, that are incurred by Indemnitee if Indemnitee, whether by formal proceedingsthe Company an undertaking (which shall be accepted without reference to the Indemnitee’s ability to repay the Expense Advances) to repay any amounts paid, advanced, or through demand and negotiation without formal proceedings: # seeks to enforce Indemnitee's rights under this Agreement, # seeks to enforce Indemnitee's rights to expense advancement or indemnification under any other agreement or provision of the Company's Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Indemnifiable Events, or # seeks recovery under any directors' and officers' liability insurance policies maintainedreimbursed by the Company, in each case regardlessCompany for such Expenses to the extent that it is ultimately determined by a Nevada Court, following the final disposition of whethersuch Claim, that the Indemnitee ultimately prevails. To the fullest extent permitted by law,is not entitled to indemnification hereunder. The Indemnitee’s obligation to reimburse the Company waives anyfor Expense Advances shall be unsecured and all rights that it may have to recover its costs and expenses from Indemnitee.no interest shall be charged thereon.