The Company agrees to indemnify, in accordance with its Bylaws, Articles of Incorporation and applicable Nevada law, Executive if he is or becomes a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, an action by or in the right of the Company) by reason of the fact that Executive is or was a director, officer, employee, agent or fiduciary of the Company (and the Company may indemnify Executive by reason of the fact that he was an agent of the Company, or was serving at the express written request of the Company as a director, trustee, member, manager, officer, or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise), against any liabilities, expenses (including reasonable attorneys’ fees and expenses and any other costs and expenses incurred in connection with defending such action, suit or proceeding), judgments, fines and amounts paid in settlement actually and reasonably incurred by Executive in connection with such action, suit or proceeding and Executive acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Within any directors and officers insurance policies, including any tail coverage policies, Company agrees to include coverage for all former officers and directors of the Company. Notwithstanding the foregoing, no expenses for which indemnity shall be sought under this Agreement, other than those in respect of judgments and verdicts actually rendered, shall be incurred without the prior consent of the Company, and the Company must approve the selection of independent counsel of Executive and such counsel’s billings and expenses. Executive will promptly notify the Company of any threatened, pending or completed action, suit or proceeding against Executive which could reasonably be expected to give rise to a right by Executive to be indemnified under this Agreement. The Company shall not be liable to indemnify Executive under this Agreement for any amounts paid in settlement of any action, suit or proceeding without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed.