Exhibit 10.27


 


INDEMNIFICATION
AGREEMENT


 


AGREEMENT,
dated as of December 8, 2014, by and between NanoFlex Power Corporation, with an address at 17207 N. Perimeter Dr., Suite 210,
Scottsdale, AZ 85255 ("Indemnitor") and Dean Ledger, residing at 9290 E. Thompson Peak Parkway, Lot 134, Scottsdale
AZ 85255 ("Indemnitee").


 


WHEREAS,
Indemnitee has provided a personal guaranty (the "Guaranty") for the office space lease for Indemnitor for the premises
located at 17207 N. Perimeter Dr., Suite 210, Scottsdale, AZ 85255 (the "Premises"); and


 


WHEREAS,
in consideration of the Guaranty, the Board of Directors of the Indemnitor has approved an indemnity for Indemnitee with respect
to the Guaranty and the Premises on the terms set forth herein;


 


NOW,
THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged and agreed, the parties hereto
agree as follows:


 


1.
Certain Definitions. In addition to terms defined elsewhere herein, the following terms have the following meanings when
used in this Agreement:


 


		(a)	Agreement:
                                         shall mean this Indemnification Agreement, as amended from time to time hereafter.
	 	 	 
		(b)	Claim:
                                         means any threatened, asserted, pending or completed civil, criminal, administrative,
                                         investigative or other action, suit or proceeding of any kind whatsoever, including any
                                         arbitration or other alternative dispute resolution mechanism, or any appeal of any kind
                                         thereof, or any inquiry or investigation, whether instituted by the Company, any governmental
                                         agency or any other party, that the Indemnitee in good faith believes might lead to the
                                         institution of any such action, suit or proceeding, whether civil, criminal, administrative,
                                         investigative or other, including any arbitration or other alternative dispute resolution
                                         mechanism or any action taken under the Company's charter or by laws which relates to
                                         the Guaranty or the Premises.
	 	 	 
		(c)	Indemnifiable
                                         Expenses: means all expenses and liabilities, including judgments, fines, penalties,
                                         interest, amounts paid in settlement, and counsel fees and disbursements (including,
                                         without limitation, experts' fees, court costs, retainers, transcript fees, duplicating,
                                         printing and binding costs, as well as telecommunications, postage and courier charges)
                                         paid or incurred in connection with investigating, defending, being a witness in or participating
                                         in (including on appeal), or preparing to investigate, defend, be a witness in or participate
                                         in, any Claim, whether occurring before, on or after the date of this Agreement (any
                                         such event, an "Indemnifiable Event").
	 	 	 
		(d)	Person:
                                         means any individual, corporation, firm, partnership, joint venture, limited liability
                                         company, estate, trust, business association, organization, governmental entity or other
                                         entity.



 






     


     


    







 


2.
Basic Indemnification Arrangement; Advancement of Expenses.


 


(a)
In the event that the Indemnitee was, is or becomes subject to, a party to or witness or other participant in, or is
threatened to be made subject to, a party to or witness or other participant in, a Claim, Indemnitor shall indemnify the
Indemnitee, against each and every Indemnifiable Expense to the fullest extent permitted by applicable law.


 


(b)
If so requested by the Indemnitee, the Indemnitor shall advance, or cause to be advanced (within five business days of such request),
any and all Indemnifiable Expenses incurred or which may reasonably be incurred by the Indemnitee (an "Expense Advance").
The Indemnitor shall, in accordance with such request (but without duplication), either (it) pay, or cause to be paid, such Indemnifiable
Expenses on behalf of the Indemnitee, or (ii) reimburse, or cause the reimbursement of, the Indemnitee for such Indemnifiable
Expenses. The Indemnitee's right to an Expense Advance is absolute.


 


3.
Partial Indemnity, Etc. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Indemnitor
for some or a portion of the Indemnifiable Expenses in respect of a Claim but not, however, for all of the total amount thereof,
the Indemnitor shall nevertheless indemnify the Indemnitee for the portion thereof to which the Indemnitee is entitled.


 


4. Nonexclusivity,
Etc. The rights of the Indemnitee hereunder shall be in addition to any other rights the Indemnitee may have under the
Company's Articles of Organization, Operating Agreement or similar documents or under applicable law.


 


5.
Amendments, Etc. No supplement, modification 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.


 


6.
Defense of Claims. The Indemnitee shall have the sole right to conduct the defense of any Claim with counsel chosen by
Indemnitee.


 


7.
Binding Effect, Etc. 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 and/or assets of the Company), assigns, spouses, heirs, executors and personal and
legal representatives.


 


8.
Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for
any reason whatsoever, (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including,
without limitation, all portions of any paragraph of this Agreement containing any such provision held to be invalid, illegal
or unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby
and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraph
of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give
effect to the intent manifested by the provision held invalid, illegal or unenforceable and to give effect to the terms of this
Agreement.


 






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9.
Specific Performance, Etc. The parties recognize that if any provision of this Agreement is violated by the parties hereto,
the Indemnitee may be without an adequate remedy at law. Accordingly, in the event of any such violation, the Indemnitee shall
be entitled, if the Indemnitee so elects, to institute proceedings, either in law or at equity, to obtain damages, to enforce
specific performance, to enjoin such violation, or to obtain any relief or any combination of the foregoing as the Indemnitee
may elect to pursue.


 


10.
Notices. All notices, requests, consents and other communications hereunder to any party shall be deemed to be sufficient
if contained in a written document delivered in person or sent by telecopy, nationally recognized overnight courier or personal
delivery, addressed to such party at the address set forth below or such other address as may hereafter be designated on the signature
pages of this Agreement or in writing by such party to the other party. Ali such notices, requests, consents and other communications
shall be deemed to have been given or made if and when received (including by overnight courier) by the parties at the above addresses
or sent by electronic transmission, with confirmation received, to the telecopy numbers or e-mail addresses specified (or at such
other address or telecopy number for a party as shall be specified by like notice).


 


11.
Counterparts. This Agreement may be executed in counterparts, in PDF or electronic form, each of which shall for all purposes
be deemed to be an original but all of which together shall constitute one and the same agreement. Only one such counterpart signed
by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.


 


12.
Headings. The headings of the sections and paragraphs of this Agreement are inserted for convenience only and shall not
be deemed to constitute part of this Agreement or to affect the construction or interpretation thereof.


 


13.
Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State
of New York applicable to contracts made and to be performed in such state without giving effect to the principles of conflicts
of laws.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


 


	INDEMNITOR	 	INDEMNITEE
	NanoFlex Power Corporation	 	 
	 	 	 	 
	By:	/s/
    John D. Kuhns	 	/s/
    Dean L. Ledger
	 	John
    D. Kuhns, Executive Chairman	 	Dean L. Ledger


 


 


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