INDEMNIFICATION AGREEMENT


 


THIS INDEMNIFICATION
AGREEMENT (the “Agreement’) is made and entered into as of ______________ between Mimvi, Inc. a Nevada corporation
(the “Company”) and ______________ (“Indemnitee”).


 


RECITALS


 


A.Highly competent
persons have become more reluctant to serve corporations as directors or officers or in other capacities unless they are
provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions
against them arising out of their service to and activities on behalf of the corporation.


 


B.The Board of
Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals,
the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the
Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread
practice among United States-based corporations and other business enterprises, the Company believes that, given current market
conditions and trends, such insurance may be available to it in the future only at a higher premiums and with more exclusions.
At the same time, director, officers and other persons in service to corporations or business enterprises are being increasingly
subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been
brought only against the Company or business itself. The Articles of Incorporation and Bylaws of the Company require indemnification
of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to the Nevada Revised
Statutes, Title 7, Chapter 78 (the “Nevada General Corporation Law” or “NGCL”). The Articles
of Incorporation, as amended, and the Bylaws of the Company and the NGCl expressly provide that the indemnification provisions
set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and member
of the Board, officers and other persons with respect to indemnification.


 


C.The uncertainties
relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons.


 


D.The Board has
determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s
stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in
the future.


 


E.It is reasonable,
prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such
persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue
concern that they will not be so indemnified.


 


F.This Agreement
is a supplement to and in furtherance of the Articles of Incorporation and Bylaws of the Company and any resolutions adopted pursuant
thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.


 


G.Indemnitee does
not regard the protection available under the Company’s Articles of Incorporation (as amended and in effect from time to
time, “Articles of Incorporation”) and Bylaws and insurance as adequate in the present circumstances, and may
not be willing to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve in such
capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on
the condition that Indemnitee be so indemnified.






    	 



    	 



    

 


H.Indemnitee may
have certain rights to indemnification and/or insurance provided by a third party entity which the Indemnitee and third party intend
to be secondary to the primary obligation of the Company to indemnify Indemnitee as provided herein, with the Company’s acknowledgement
and agreement to the foregoing being a material condition to Indemnitee’s willingness to serve as an officer or director
of the Company.


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of Indemnitee’s agreement to serve as a director and/or officer from and after the date hereof, the parties
hereto agree as follows”


 


1.Definitions.
For purposes of this Agreement:


 


a.“Corporate
Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company
or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person is or
was serving at the express written request of the Company.


 


b.“Disinterested
Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification
is sought by Indemnitee.


 


c.“Enterprise”
shall mean that Company and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise
that Indemnitee is or was serving at the express written request of the Company as a director, officer, employee, agent or fiduciary.


 


d.“Expenses”
shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel
expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements
or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating,
participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery
in any Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting from any proceeding, including
without limitation the premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond
or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or
fines against Indemnitee.


 


e.“Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently
is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either
such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar
indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding
the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional
conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine
Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees of the Independent Counsel referred
to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating
to this Agreement or its engagement pursuant hereto.






    	 



    	 



    

 


f.“Proceeding”
included any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or any other actual threatened or completed proceeding (including without limitation, any investigation,
inquiry or hearing initiated by the Securities and Exchange Commission, the U.S. Department of Justice, the Environmental Protection
Agency, the Federal Trade Commission and/or any other federal, state or local governmental or quasi-governmental agencies or authorities),
whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, in
which Indemnitee was, is or will be involved as a party or otherwise, by reason of the fact that Indemnitee is or was an officer
or director of the Company, by reason of any action taken by Indemnitee or of any inaction on Indemnitee’s part while acting
as an office or director of the Company, or by reason of the fact that Indemnitee is or was serving at the request of the Company
as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other Enterprise;
in each case whether fiduciary of another corporation, partnership, joint venture, trust or other Enterprise; in each case whether
or not Indemnitee is acting or serving in any capacity at the time any liability or expense is incurred for which indemnification
can be provided under this Agreement; including one pending on or before the date of this Agreement, but excluding one initiated
by an Indemnitee pursuant to Section 8 of this Agreement to enforce Indemnitee’s rights under this Agreement.


 


2.Indemnity
of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law,
as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality
thereof:


 


a.Proceedings
Other Than Proceedings by or in Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided
in this Section 2(a) if, by reason of Indemnitee’s Corporate Status (as hereinafter defined), the Indemnitee is, or
is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in
the right of the Company. Pursuant to this Section 2(a), Indemnitee shall be indemnified against all Expenses (as herein
defined), judgments, penalties, fines and amounts paid in settlement (if such settlement is approved in advance by the Company,
which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf,
in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner
the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal
Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful.


 


b.Proceedings
by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section
2(b) if, by reason of Indemnitee’s Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant
in any Proceeding brought by or in the right of the Company. Pursuant to this Section 2(b), Indemnitee shall be indemnified
against all Expenses actually and reasonable incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with
such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed
to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses
shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged by a
court of competent jurisdiction to be liable to the Company unless and to the extent that such court shall determine that such
indemnification may be made.


 


c.Indemnification
for Expenses of a Party who is Wholly/Partly Successful. Notwithstanding any other provision of this Agreement, to the extent
that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to and is successful, on the merits or otherwise,
in any Proceeding, Indemnitee shall be indemnified to the maximum extent permitted by law, as such may be amended from time to
time, against all Expenses actually and reasonable incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.
If Indemnitee is not wholly successful in such proceeding but is successful, on the merits of otherwise, as to one or more but
less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually
and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue
or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding
by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.






    	 



    	 



    

 


3.Additional
Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section 2 of
this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties,
fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf if, by reason
of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding
(including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence
or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant
to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined
(under the procedures, and subject to the presumptions, set forth in Section 7 and 8 hereof) to be unlawful.


 


4.Contribution.


 


a.To the fullest
extent permissible under applicable law, whether or not the indemnification provided in Sections 2 and 3 hereof is
available, in respect of any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable
with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall pay, in the first instance, the entire
amount of any judgment or settlement of such action, suit or proceeding without requiring Indemnitee to contribute to such payment
and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee. The Company shall not
enter into any settlement of action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if
joined in such action, suit or proceeding) unless such settlement provides for a full and final release of all claims asserted
against Indemnitee.


 


b.To the fullest
extent permissible under applicable law, without diminishing or impairing the obligations of the Company set forth in the preceding
subparagraph, if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement
in any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would
be joined in such action, suit or proceeding), the Company shall contribute to the amount of Expense, judgments, fines and amounts
paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld)
actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company
and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would
be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction from
which the suit action, or proceeding arose; provided, however, that the proportion determined on the basis of relative benefit
may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers,
directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such
action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the events that resulted in
expenses, judgment, fines or settlement amounts, as well as any other equitable considerations which the Law may require to be
considered. The relative fault of the Company and all officers, directors or employees of the Company, other than Indemnitee, who
are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee
on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by
intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which
their conduct is active or passive.


 






    	 



    	 



    

 


c.To the fullest
extent permissible under applicable law, the Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims
of contribution which may be brought by officers, directors or employees of the Company, other than Indemnitee, who may be jointly
liable with Indemnitee.


 


d.To the fullest
extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for
any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee,
whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement (if such settlement is approved
in advance by the Company, which approval shall not be unreasonably withheld) and/or for Expenses, in connection with any claim
relating to an indemnifable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of
the circumstances of such Proceeding in or to reflect (i) the relative benefits received by the Company and Indemnitee as a result
of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors,
officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).


 


5.Indemnification
for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason
of Indemnitee’s Corporate Status, a witness, or is made (or asked to) respond to discovery requests, in any Proceeding to
which Indemnitee is not a party, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee
in connection therewith.


 


6.Advancement
of Expenses.


 


a.To the fullest
extent permissible under applicable law, notwithstanding any other provision of this Agreement, the Company shall advance all Expenses
incurred by or on behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate Status within
thirty (30) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances
from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably
evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written undertaking by or on
behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be
indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 6 shall be unsecured
and interest free.


 


b. Selection of
Counsel. In any Proceeding against Indemnitee for which a request for Expense advance or for which indemnification will or
could be sought under this Agreement, the Company shall be entitled to assume the defense of such Proceeding with counsel approved
by Indemnitee (not to be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's election so
to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company,
the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with
respect to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee's separate counsel in any such
Claim at Indemnitee's expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by
the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee
in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the
fees and expenses of Indemnitee's separate counsel shall be at the expense of the Company.


 






    	 



    	 



    

 


7.Procedures
and Presumptions for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure for Indemnitee
rights of indemnity that are as favorable as may be permitted under NGCL and the public policy of the State of Nevada. Accordingly,
the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee
is entitles to indemnification under this Agreement:


 


a.To obtain indemnification
under this Agreement, Indemnitee shall submit to the Company a written request , including therein or therewith such documentation
and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee
is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification,
advise the Board in writing that Indemnitee has requested indemnification. Notwithstanding the foregoing, any failure of Indemnitee
to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any
liability that it may have to Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests
of the Company.


 


b.Upon written
request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a) hereof, a determination with respect
to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall
be at the election of the Board: (1) by a majority vote of the Disinterested Directors, even though less than a quorum, (2) by
a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum,
(3) if there are no Disinterested Directors or it the Disinterested Directors so direct, by Independent Counsel in a written opinion
to the Board, a copy of which shall be delivered to the Indemnitee, or (4) if so directed by the Board, by the stockholders of
the Company.


 


c.If the determination
of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 7(b) hereof, the Independent
Counsel shall be selected as provided in this Section 7(c). The Independent Counsel shall be selected by the Board. Indemnitee
may, within 10 days after such written notice of selection shall have been given, 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 meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection shall set forth
with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act
as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent
Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within
20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 7(a) hereof, no Independent
Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Nevada Court (as defined
below) or other court of competent jurisdiction for resolution of any objection which shall have been made by the Indemnitee to
the Company’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, and the person with respect to whom all objections are so resolved
or the person so appointed shall act as Independent Counsel under Section 7(b) hereof. The Company shall pay any and all
reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to
Section 7(c), regardless of the manner in which such Independent Counsel was selected or appointed.


 






    	 



    	 



    

 


d.In making a
determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination
shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption
shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company
(including by its directors or independent legal counsel) to have made a determination prior to the commencement of any action
pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard
of conduct, nor an actual determination by the Company (including by its directors or independent legal counsel) that Indemnitee
has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not
met the applicable standard of conduct.


 


e.Indemnitee shall
be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise,
including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise (as hereinafter defined)
in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports
made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable
care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee
of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.
Whether or not the foregoing provisions of this Section 7(e) are satisfied, it shall in any event be presumed that Indemnitee
has at all times acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interest
of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear
and convincing evidence.


 


f.If the person,
persons or entity empowered or selected under Section 7 to determine whether Indemnitee is entitled to indemnification shall
not have made a determination within 60 days after receipt by the Company of the request therefor, the requisite determination
of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification absent
(i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement
not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under
applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional 30
days, if the person, persons or entity making such determination with respect to entitlement to indemnification in good faith requires
such additional time to obtain or evaluate documentation and/or information relating thereto; and provided, further, that the foregoing
provision of this Section 7(f) shall not apply if the determination of entitlement to indemnification is to be made by the
stockholders pursuant to Section 7(b) of this Agreement and if (A) within 15 days after receipt by the Company of the request
for such determination, the Board or the Disinterested Directors, if appropriate, resolve to submit such determination to the stockholders
for their consideration at an annual meeting thereof to be held within 75 days after such receipt and such determination is made
thereat, or (B) a special meeting of stockholders is called within 15 days after such receipt for the purpose of making such determination,
such meeting is held for such purpose within 60 days after having been so called and such determination is made thereat.


 


g.Indemnitee shall
cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification,
including providing to such person, persons or entity upon reasonable advance request any documentation or information which is
not privileged or otherwise protected from disclosure and which is reasonable available to Indemnitee and reasonably necessary
to such determination. Any Independent Counsel, member of the Board or stockholder of the Company shall act reasonably and in good
faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement. Any costs
or expenses (including attorney’s fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons
or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement
to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.






    	 



    	 



    

 


h.The Company
acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense,
delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which Indemnitee is a party
is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation settlement of such action,
claim or proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful
on the merits or otherwise in such action, suit or proceeding. Anyone seeking to overcome this presumption shall have the burden
of proof and the burden of persuasion by clear and convincing evidence.


 


i.The termination
of any Proceeding or of any claim, issue or matter therein by judgment, order, settlement or conviction, or upon a plea of nolo
contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the
right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which
Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding,
that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.


 


8.Remedies of
Indemnitee.


 


a.In the event
that (i) a determination is made pursuant to Section 7 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 6 of this Agreement, (iii) no
determination of entitlement to indemnification is made pursuant to Section 7(b) of this Agreement within 90 days after
receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement
within 10 days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within
10 days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have
been made pursuant to Section 7 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court
of the State of Nevada, or in any other country of competent jurisdiction, of Indemnitee’s entitlement to such Indemnification.
Indemnitee shall commence such proceeding seeking an adjudication within 180 days following the date on which Indemnitee first
has the right to commence such proceeding pursuant to this Section 8(a). The Company shall not oppose Indemnitee’s
right to seek any such adjudication.


 


b.In the event
that a determination shall have been made pursuant to Section7(b) of this Agreement that Indemnitee is not entitled to indemnification,
any judicial proceeding commenced pursuant to this Section 8 shall be conducted in all respects as a de novo trial on the
merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 7(b). 


 


c.If a determination
shall have been made pursuant to Section 7(b)  of this Agreement that Indemnitee is entitled to indemnification, the Company
shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 8, absent (i) a misstatement
by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially
misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable
law.






    	 



    	 



    

 


d.In the event
that Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of Indemnitee’s rights under, or to recover
damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies
maintained by the Company, the Company shall pay on Indemnitee’s behalf, in advance, any and all expenses (of the types described
in the definition of Expenses in this Agreement) actually and reasonably incurred by Indemnitee in such judicial adjudication,
regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance
recovery.


 


e.The Company
shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 that the procedures and
presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is
bound by all the provisions of this Agreement. The Company shall indemnify Indemnitee against any and all Expenses and, if requested
by Indemnitee, shall (within 10 days after receipt by the Company of a written request therefore) advance, to the extent not prohibited
by law, such expense to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification
or advance Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance
policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification,
advancement of Expenses or insurance recovery, as the case may be.


 


f.Notwithstanding
anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be
required to be made prior to the final disposition of the Proceeding.


 


9.Non-Exclusivity;
Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.


 


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


 


b.To the extent
that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or
agents or fiduciaries of the Company or of any other corporation, partnership, join venture, trust, employee benefit plan or other
enterprise that such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance
with its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent or fiduciary
under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company
has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding
to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary
or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding
in accordance with the terms of such policies.






    	 



    	 



    

 


c.The Company
hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided
by a third party and certain of its affiliates (collectively, the “Third Party Indemnitors”). The Company hereby
agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the
Third Party Indemnitors to advance expense or to provide indemnification for the same expense or liabilities incurred by Indemnitee
are secondary, (ii) that it shall be required to advance the full amount of expense incurred by Indemnitee and shall be liable
for the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted
and as required by the terms of this Agreement and the Articles of Incorporation of Bylaws of the Company (or any other agreement
between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Third Party the Company and Indemnitee),
without regard to any rights Indemnitee may have against the Third Party Indemnitors, and, (iii) that is irrevocably waives, relinquishes
and releases the Third Party Indemnitors from any and all claims against the Third Party Indemnitors for contribution, subrogation
or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Third Party
Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company
shall affect the foregoing and the Third Party Indemnitors shall have a right of contribution and/or be subrogated to the extent
of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree
that the Third Party Indemnitors are express third party beneficiaries of the terms of this Section 9(c).


 


d.Except as provided
in paragraph (c) above, in the event of any payment under this Agreement, the Company shall be subrogated to the extent of such
payment to all of the rights of recovery of Indemnitee (other than against the Third Party Indemnitors), who shall execute all
papers required and take all action necessary to secure such right, including execution of such documents as are necessary to enable
the Company to bring suit to enforce such rights.


 


e.Except as provided
in paragraph (c) above, the Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifable
hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract,
agreement or otherwise.


 


f.Except as provided
in paragraph (c) above, the Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving
at the request of the Company as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually receive as indemnification or
advancement of expense from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.


 


10.Exception
to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this
Agreement to make any indemnity in connection with any claim made against Indemnitee:


 


a.for which payment
has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, expect with respect
to any excess beyond the amount paid under any insurance policy or other indemnity provision, provided, that the foregoing shall
not affect the rights of Indemnitee or the Third Party Indemnitors set forth in Section 9(c) above;


 


b.for an accounting
of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning
of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provision of state statutory law or common law;
or






    	 



    	 



    

 


c.in connection
with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding)
initiated by Indemnitee against the Company or its directors, officers employees or other indemnitees, unless (i) the Board authorized
the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its
sole discretion, pursuant to the powers vested in the Company under applicable law.


 


11.Duration
of Agreement. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is
an officer or director of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as Indemnitee
shall be subject to any Proceeding (or any proceeding commenced under Section 8 hereof) by reason of Indemnitee’s
Corporate Status, whether or not Indemnitee is acting or serving in any such capacity at the time any liability or expense is incurred
for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of
and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase,
merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouse, heirs,
executors and personal and legal representative.


 


12.Enforcement.


 


a.The Company
expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order
to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying
upon this Agreement in serving as an officer or director of the Company.


 


b.This Agreement
constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior
agreements and understandings, oral, written and implies, between the parties hereto with respect to the subject matter hereof.


 


13.Severability.
The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.
Without limiting the generality of the foregoing, the Agreement is intended to confer upon Indemnitee indemnification rights to
the fullest extent permitted by applicable laws. In the event any provision hereof conflicts with any applicable law, such provision
shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.


 


14.Modification
and Waiver. No supplement, modification, termination or amendment of this Agreement shall be binding unless executed in writing
by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver
of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


 


15.Notice By
Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any summons,
citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject
to indemnification covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation which
it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially
prejudices the Company.


 






    	 



    	 



    

 


16.Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively
given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent
during normal business hours of the recipient, an if not so confirmed, then on the next business day (c) five (5) days after having
been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally
recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent
(i) to Indemnitee at the address set forth below Indemnitee signature hereto and (ii) to the Company at its principle executive
offices, Attention, Secretary, or to such other address as may have been furnished to Indemnitee by the Company or to the Company
by Indemnitee, as the case may be.


 


17.Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same Agreement. This Agreement may also be executed and delivered by facsimile signature and in two
or more counterparts, each of which shall be deemed and original, but all of which together shall constitute one and the same instrument.


 


18.Headings.
The headings of the paragraphs of this Agreement are interested for convenience only and shall not be deemed to constitute part
of this Agreement or to affect the construction thereof.


 


19.Governing
Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed
and enforced in accordance with, the laws of the State of Nevada, without regard to its conflict of laws rules. The Company and
Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with
this Agreement shall be brought only in a court of competent jurisdiction in the State of Nevada (the “Nevada Court”),
and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to
submit to the exclusive jurisdiction of Nevada Court for purposes of any action or proceeding arising out of or in connection with
this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Nevada Court, and (iv)
waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Nevada Court has been brought
in an improper or inconvenient forum.


 


20.Construction.
The parties acknowledge that both parties have contributed to the drafting of this Agreement and, therefore waive the application
of any law, regulation, holding or rule of construction proving that ambiguities in an agreement or other document will be construed
against the party drafting such agreement or document.


 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement on and as of the day and year first above written.


 


	 	Company:
	 	 	 
	 	MIMVI, INC.
	 	 	 
	 	By:	 
	 	 	 
	 	 	 
	 	INDEMNITEE:
	 	 	 
	 		 
	 	 	 
	 	Name:	 
	 	 	 
	 	Address: