Section # Non-Exclusivity; Survival of Rights; Primacy of Indemnification; Subrogation.

The rights of indemnification as provided by this Agreement will not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, the Bylaws, any agreement, a vote of the stockholders, a resolution of the Board, or otherwise. No amendment, alteration, or repeal of this Agreement or of any provision of this Agreement will limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration, or repeal. To the extent that a change in the DGCL, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the Certificate of Incorporation, Bylaws, and this Agreement, it is the intent of the parties of this Agreement that Indemnitee will enjoy all greater benefits so afforded by such change. No right or remedy in this Agreement conferred is intended to be exclusive of any other right or remedy, and every other right and remedy will be cumulative and in addition to every other right and remedy given under this Agreement or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy under this Agreement, or otherwise, will not prevent the concurrent assertion or employment of any other right or remedy.

Non-Exclusivity of Rights. Nothing in this Agreement shall prevent or limit Employee’s continuing or future participation in any plan, program, policy, or practice provided by the Employer and for which Employee may qualify, nor shall anything herein limit or otherwise affect such rights as Employee may have under any contract or agreement with the Employer. Amounts which are vested benefits or which Employee is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Employer at or subsequent to a Date of Termination or Change of Control Termination Date shall be payable in accordance with such plan, policy, practice or program or such contract or agreement except as explicitly modified by this Agreement.

Except as otherwise expressly provided for in this Agreement, nothing in this Agreement shall prevent or limit the Executive's continuing or future participation in any plan, program, policy or practice provided by the Company or any of its Affiliated Companies and for which the Executive may qualify, nor shall anything herein limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company or any of its Affiliated Companies. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or any of its Affiliated Companies at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement and consistent with Code Section 409A.

Non-exclusivity. The indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Articles of Incorporation or Bylaws, the Chapter 78 of the Nevada Revised Statutes, any policy or policies of directors' and officers' liability insurance, any agreement, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. However, Indemnitee shall reimburse the Company for amounts paid to him under this Agreement in an amount equal to any payments received pursuant to such other rights to the extent such payments duplicate any payments received pursuant to this Agreement.

Non-Exclusivity. The rights granted to the Indemnified Representative pursuant to this Agreement shall not be deemed exclusive of any other rights to which the Indemnified Representative may be entitled under statute, the provisions of any certificate of incorporation, by-laws, or agreement, a vote of stockholders or directors, or otherwise, both as to action in an Official Capacity and in any other capacity.

Non-Exclusivity. The rights of Indemnitee hereunder will be in addition to any other rights Indemnitee may have under the Constituent Documents, or the substantive laws of the Company’s jurisdiction of incorporation, any other contract or otherwise (collectively, “Other Indemnity Provisions”); provided, however, that # to the extent that Indemnitee otherwise would have any greater right to indemnification under any Other Indemnity Provision, Indemnitee will be deemed to have such greater right hereunder and # to the extent that any change is made to any Other Indemnity Provision which permits any greater right to indemnification than that provided under this Agreement as of the date hereof, Indemnitee will be deemed to have such greater right hereunder.

Service Provider shall use commercially reasonable efforts to ensure the insurance required by [Sections 24.1, 24.2, 24.3 and 24.4]4]4]4] shall contain a waiver of subrogation by Service Provider’s (or any subcontractor’s) insurance carrier against Owners and its insurance carrier with respect to all obligations assumed by Service Provider pursuant to this Agreement. All such insurance shall be with sound insurance companies. The liability policies under [Section 24.1(b)] shall not have any “other insurance” clause or language which would jeopardize the primacy of Service Provider’s insurance with respect to the Owners’ self-insured retention or excess insurance policies.

Indemnification; Insurance. Simultaneous with the execution of this Director Agreement, the Company and the Director will execute an Indemnification Agreement providing for the Company to indemnify the Director for his activities as a member of the Board or any committee of the Board to the fullest extent permitted under the laws of the State of Utah. The Company agrees that at all times during the Directorship Term, the Company will maintain in full force and effect a Directors and Officers liability insurance policy with standard terms of coverage and a per event coverage limit of not less than ​.

Indemnification; Insurance. The existing Indemnification Agreement by and between the Company and the Executive (the “Indemnification Agreement”) will continue in effect in accordance with its terms. During the Period of Employment, the Executive shall be covered by the Company’s directors and officers liability insurance on the same terms and conditions as generally applicable to all officers of the Company. During the Period of Employment, the Executive will reasonably cooperate with the Company (which may include, but is not limited to, obtaining such physical exams as the applicable insurer may request) in obtaining and maintaining, if so determined by the Board in consultation with the Executive, key person life insurance on the life of the Executive (the beneficiary of such insurance policy will be the Company or its designee).