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accordance with Section 78.7502 of the NRS as the same exists or may hereafter be amended (but onlyto the extent that such amendment permits a corporation to provide broader indemnification rightsthan a corporation was permitted to provide prior to such amendment), except to the extent that itshall have been determined by a final disposition that the Indemnitee breached his or her fiduciaryduties and such Claims involved intentional misconduct, fraud or a knowing violation of the law bythe Indemnitee and was material to the cause of action.          Notwithstanding anything to the contrary in Section 78.7502 of the NRS, in connection with anyClaim or Proceeding by or in the right of the Company, the Indemnitee shall be entitled to the samerights to indemnification as are available to the Indemnitee under this Agreement with respect to aClaim or Proceeding by any third party. For the avoidance of doubt, no indemnification under thisAgreement in connection with any Claim or Proceeding, whether by or in the right of the Company orotherwise, shall require any determination by the courts of Nevada or any other court.          The indemnification provided in this Agreement specifically includes indemnification withrespect to the period from and after July 9, 2009, notwithstanding the date this Agreement isexecuted and delivered by the parties.          **Section 2.****Notices of Claims.**          Promptly after receipt by the Indemnitee of notice of the commencement of any Proceeding, theIndemnitee shall, if a claim for indemnification in respect thereof is to be made against theCompany, give written notice to the Company of the commencement of such Proceeding; *provided*, thatthe failure of the Indemnitee to give notice as provided herein shall not relieve the Company ofits obligations under this Agreement, except to the extent that the Company is actually prejudicedby such failure to give notice. In the event that any such Proceeding is brought against theIndemnitee (other than a derivative suit in right of the Company), the Company will be entitled toparticipate in and to assume the defense thereof to the extent that the Company may wish, withcounsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemniteeof the Company’s election to assume the defense thereof, the Company will not be liable forexpenses subsequently incurred by the Indemnitee in connection with the defense thereof. TheCompany will not consent to entry of any judgment or enter into any settlement that does notinclude as an unconditional term thereof the giving by the claimant or plaintiff to the Indemniteeof a release from all liability in respect to such Claim. Any indemnification provided for inSection 1 shall be made within 10 business days after receipt by the Company of the written noticeof Indemnitee.          **Section 3.****Insurance.**          In the event that the Company maintains insurance to protect any director, officer or managerof the Company against any expense, liability or loss from wrongful acts, or to insure theCompany’s indemnification obligations, such insurance shall cover the Indemnitee to at least thesame extent as any director, officer or manager of the Company and the Company’s insurance shall bethe primary insurance policy against any expense, liability or loss from wrongful acts, and toinsure the Company’s indemnification obligations; in each case, notwithstanding that Indemnitee wasdesignated as a Representative of the Company by affiliates of Harbinger Capital Partners, LLC(together with such affiliates, “Harbinger”) or the availability of other insurance maintained orarranged by Harbinger.          **Section 4.****Advance of Expenses.**          Notwithstanding anything in the Constating Documents or this Agreement to the contrary, theright to indemnification conferred by this Agreement shall include the obligation of the Company toadvance, if so requested by the Indemnitee (and within 10 business days of such request), Expensesincurred relating to a Claim involving the Indemnitee in advance of its final disposition or torecover under any directors’ and officers’ liability insurance policies maintained by the Company;*provided*, *however*, that, solely if the NRS requires, the payment of such Expenses incurred byIndemnitee in advance of the final disposition of any Proceeding shall be made only upon deliveryto the Company of an undertaking, by or on behalf of Indemnitee, to repay all amounts so advancedif it shall ultimately be determined by a final disposition that Indemnitee is not entitled to beindemnified for such expenses under this Agreement or otherwise, or to repay any amount advanced inexcess of the amount of indemnity to which Indemnitee is entitled under this Agreement orotherwise.
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          **Section 5.****Contribution.**          In the event that the indemnification provided for in this Agreement is unavailable to theIndemnitee for any reason whatsoever, the Company, in lieu of indemnifying the Indemnitee, shallcontribute to the amount incurred by the Indemnitee, whether for judgments, fines, penalties,excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with anyProceeding, in such proportion as is deemed fair and reasonable, in light of all of thecircumstances of such action, by a majority vote of the members of the then current Board ofDirectors (even though less than a quorum) or similar governing body of the Company, in each caseacting in good faith, or, if the Indemnitee disagrees with the determination of such governingbody, then by the courts of the State of Nevada or other court having jurisdiction over the partiesto reflect (a) the relative benefits received by the Company and the Indemnitee as a result of theevent(s) and/or transaction(s) giving cause to such action; and/or (b) the relative fault of theCompany (and its other Representatives) and the Indemnitee in connection with such event(s) and/ortransaction(s). The Indemnitee’s right to contribution under this Section 5 shall be determined inaccordance with, pursuant to and in the same manner as, the provisions in Section 1 and 2 relatingto the Indemnitee’s right to indemnification under this Agreement.          **Section 6.****Attorneys’ Fees.**          In the event that any action is instituted by the Indemnitee under this Agreement to enforceor interpret any of the terms hereof, the Indemnitee shall be entitled to be paid all costs andexpenses, including reasonable attorneys’ fees, incurred by the Indemnitee with respect to suchaction, unless as a part of such action, a court of competent jurisdiction determines that each ofthe material assertions made by the Indemnitee as a basis for such action was not made in goodfaith or was frivolous. In the event of an action instituted by or in the name of the Companyunder this Agreement or to enforce or interpret any of the terms of this Agreement, the Indemniteeshall be entitled to be paid all costs and expenses, including attorneys’ fees, incurred by theIndemnitee in defense of such action (including with respect to the Indemnitee’s counterclaims andcross-claims made in such action), unless as a part of such action the court determines that eachof the Indemnitee’s material defenses to such action was made in bad faith or was frivolous.          **Section 7.****Non-Exclusivity.**          The rights of the Indemnitee hereunder shall be in addition to any other rights the Indemniteemay have under the Constating Documents or under applicable law, and nothing herein shall be deemedto diminish or otherwise restrict the Indemnitee’s right to indemnification under any such otherprovision. To the extent applicable law or the Constating Documents as in effect on the datehereof, or at any time in the future, permit greater indemnification than as provided for in thisAgreement, the parties hereto agree that the Indemnitee shall enjoy by this Agreement the greaterbenefits so afforded by such law or provision of the Constating Documents, and this Agreement shallbe deemed amended without any further action by the Company or the Indemnitee to grant such greaterbenefits. The Indemnitee may elect to have the Indemnitee’s rights hereunder interpreted on thebasis of applicable law in effect at the time of execution of this Agreement, at the time of theoccurrence of the event giving rise to a Claim or at the time indemnification is sought.          **Section 8.****Burden of Proof; No Presumptions.**          (a) Burden of Proof. In connection with any determination by any person as towhether Indemnitee is entitled to be indemnified hereunder, the Indemnitee shall be presumed to beentitled to indemnification under this Agreement upon submission of a written claim (and, in anaction brought to enforce a claim for an advancement of expenses, where the required undertaking,if any is required, has been tendered to the Company), and thereafter the burden of proof shall beon the Company to establish that Indemnitee is not so entitled.          In any suit brought by Indemnitee to enforce a right to indemnification or to an advancementof Expenses hereunder, or brought by the Company to recover an advancement of Expenses pursuant tothe terms of an undertaking, the burden of proving that Indemnitee is not entitled to beindemnified, or to such advancement of Expenses, under this Agreement or otherwise, shall be on theCompany.          (b) No Presumptions. For purposes of this Agreement, the termination of anyProceeding, by judgment, order, settlement (whether with or without court approval) or conviction,or upon a plea of *nolo contendere*, or its equivalent, shall not create a presumption thatIndemnitee did not meet any particular standard of conduct or have any particular belief or that acourt has determined that indemnification is not permitted by applicable law. In addition, neitherthe failure of the Company to have made a determination that indemnification of Indemnitee isproper
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in the circumstances because Indemnitee has met the applicable standard of conduct or had anyparticular belief, nor an actual determination by the Company that Indemnitee has not met suchstandard of conduct or did not have such belief, shall be a defense to Indemnitee’s claim forindemnification or advancement of expenses under this Agreement or create a presumption thatIndemnitee has not met any particular standard of conduct or did not have any particular belief.The scope of the Company’s indemnification of Indemnitee is that set forth in Section 1 of thisAgreement, and nothing in this Section 8(b) shall be deemed to expand such scope.          **Section 9.****Partial Indemnity.**          If Indemnitee is entitled under any provision of this Agreement to indemnification by theCompany for a portion of the Expenses, judgments, fines, penalties, amounts paid in settlement of aclaim or any other amount but not, however, for the total amount thereof, the Company shallnevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.Moreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee hasbeen successful on the merits or otherwise in defense of any or all claims or in defense of anyissue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnifiedagainst all expenses incurred in connection therewith.          **Section 10.****Subrogation.**          In the event of payment under this Agreement, the Company shall be subrogated to the extent ofsuch payment to all of the rights of recovery of the Indemnitee, who shall execute all papersrequired and shall do everything that may be necessary to secure such rights, including theexecution of such documents necessary to enable the Company effectively to bring suit to enforcesuch rights.          **Section 11.****No Duplication of Payments.**          The Company shall not be liable under this Agreement to make any payment in connection withany claim made against the Indemnitee to the extent the Indemnitee has otherwise actually receivedpayment (under any insurance policy, the Constating Documents or otherwise) of the amountsotherwise indemnifiable hereunder.          **Section 12.****Binding Effect.**          This Agreement shall be binding upon and inure to the benefit of and be enforceable by theparties hereto and their respective successors, assigns, including any direct or indirect successor(whether by purchase, merger, consolidation, reorganization, exchange or otherwise) to all,substantially all, or a substantial part, of the business and/or assets of the Company, spouses,heirs, executors and personal and legal representatives. The Company shall require and cause anysuccessor (whether by purchase, merger, consolidation, reorganization, exchange or otherwise) toall, substantially all, or a substantial part, of the business and/or assets of the Company toexpressly assume and agree to perform this Agreement in the same manner and to the same extent thatthe Company would be required to perform if no such succession had taken place, but the absence ofany such writing shall not be a defense to any claim for indemnity made hereunder. This Agreementshall continue in effect regardless of whether the Indemnitee continues to serve as aRepresentative of the Company or of any other enterprise at the Company’s request.          **Section 13.****Severability.**          The provisions of this Agreement shall be severable in the event that any of the provisionshereof (including any provision within a single section, paragraph or sentence) is held by a courtof competent jurisdiction to be invalid, void or otherwise unenforceable in any respect, and thevalidity and enforceability of any such provision in every other respect and of the remainingprovisions hereof shall not be in any way impaired and shall remain enforceable to the fullestextent permitted by law.          **Section 14.****Amendment.**          Except as otherwise provided in Section 7 herein, this Agreement may not be changed, modifiedor amended except in writing signed by the parties hereto.
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          **Section 15.****Certain Definitions.**          As used in this Agreement:          “**Affiliated Entity**” means any entity identified as the “Company” on the signature page.          The “**Constating Documents**” of the Company mean its articles or certificate of incorporation,articles or certification of association or formation, charter, by-laws, operating agreement,partnership agreement and/or other similar document or instrument governing its internal affairs.          “**Final Disposition**” means a determination by final judicial decision from which there is nofurther right to appeal by a final disposition.          **“Proceeding”**means any actual or threatened action, suit, proceeding, arbitration, alternateor dispute resolution mechanism, or any inquiry or investigation, whether civil, criminal,administrative or investigative.          Indemnitee will be deemed to be a **“Representative”**of an entity for which he is serving as anofficer, a director, a manager, managing member, general partner, or in any other executive,fiduciary or representative capacity, including as an “authorized signatory”, at the request of theentity.          **Section 16.****Counterparts.**          This Agreement may be executed in several counterparts, each of which shall be deemed anoriginal, but all of which together shall constitute one and the same instrument.          **Section 17.****Governing Law.**          This Agreement shall be governed by the laws of the State of Nevada without regard to theprinciples of conflicts of law thereof.[Intentionally blank; signature page follows]
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**IN WITNESS WHEREOF**, the Company and the Indemnitee have executed this Indemnification Agreement asof the day and year first above written.      **INDEMNITEE:**