zynex8kx103_10608.htm


     

    
      

      

    

    
 

    EXHIBIT
10.3

     

    ZYNEX,
INC.

     

    INDEMNIFICATION
AGREEMENT

     

    This
Indemnification Agreement (this “Agreement”) is made as of
____________, 2008, by and between ZYNEX, INC., a Nevada corporation (the “Company”), and
_________________ (“Indemnitee”).

     

    R
E C I T A L S

     

    WHEREAS,
the Company and Indemnitee recognize the increasing difficulty in obtaining
directors’ and officers’ liability insurance and the possibility of corporate
litigation in general, subjecting officers and directors to expensive litigation
risks; and

     

    WHEREAS,
the Company desires to attract and retain the services of highly qualified
individuals, such as Indemnitee, to serve as officers and directors of the
Company and to indemnify its officers and directors so as to provide them with
the maximum protection permitted by law.

     

    NOW,
THEREFORE, in consideration for Indemnitee’s services, as an officer or director
of the Company, the Company and Indemnitee hereby agree as follows:

     

    1.           Indemnification.

     

    (a)           Third Party
Proceedings.  The Company shall indemnify Indemnitee if
Indemnitee is or was a party or is threatened to be made a party to any
threatened, pending or completed action, suit, proceeding or any alternative
dispute resolution mechanism, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Company) by reason
of the fact that Indemnitee is or was a director, officer, employee or agent of
the Company, or any subsidiary 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 or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including reasonable attorneys’
fees), judgments, fines and amounts paid in settlement (if such settlement is
approved in advance by the Company, which approval shall not be unreasonably
withheld, conditioned or delayed) actually and reasonably incurred by Indemnitee
in connection with such action, suit or proceeding if Indemnitee is not liable
pursuant to Nevada Revised Statutes (“NRS”) § 78.138, or if
Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to
be in or not opposed to the best interests of the Company, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe
Indemnitee’s conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, does not, of itself, create a presumption that
Indemnitee is liable pursuant to NRS § 78.138 or 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 that, with respect to any criminal action
or proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s
conduct was unlawful.

     


    
      
         


      

      
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    (b)           Proceedings By or in the
Right of the Company.  The Company shall indemnify Indemnitee
if Indemnitee is or was a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Company or any subsidiary of the Company to procure a judgment in its favor by
reason of the fact that Indemnitee is or was a director, officer, employee or
agent of the Company, or any subsidiary 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 or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including amounts paid in
settlement and reasonable attorneys’ fees) actually and reasonably incurred by
Indemnitee in connection with the defense or settlement of such action or suit
if Indemnitee is not liable pursuant to NRS § 78.138 or Indemnitee acted in
good faith and in a manner Indemnitee reasonably believed to be in or not
opposed to the best interests of the Company, except that no indemnification
shall be made for any claim, issue or matter as to which Indemnitee has been
adjudged by a court of competent jurisdiction, after exhaustion of all appeals
therefrom, to be liable to the Company or for amounts paid in settlement to the
Company, unless and only to the extent that the court in which such action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, Indemnitee is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

     

    (c)           Mandatory Payment of
Expenses.  To the extent that Indemnitee has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
in Sections 1(a) and 1(b), or in defense of any claim, issue or matter therein,
Indemnitee shall be indemnified against expenses (including reasonable
attorneys’ fees) actually and reasonably incurred by Indemnitee in connection
therewith.

     

    2.           Service to the
Company.  The parties recognize that Indemnitee is providing
consideration to the Company for this Agreement by either accepting the position
of a director or officer or by continuing to serve in such a position, without
any obligation to do so, until the director or officer resigns or is
removed.  This Agreement serves as part of the consideration and
inducement for Indemnitee to do so.

     

    3.           Expenses; Indemnification
Procedure.

     

    (a)           Advancement of
Expenses.  The Company shall advance all expenses incurred by
Indemnitee in connection with the investigation, defense, settlement or appeal
of any civil or criminal action, suit or proceeding referenced in Section 1(a)
or 1(b) (but not amounts actually paid in settlement of any such action, suit or
proceeding because settlement payments are the subject of Section 1
above).  Indemnitee hereby undertakes to repay such amounts advanced
only if, and to the extent that, it is ultimately determined by a court of
competent jurisdiction that Indemnitee is not entitled to be indemnified by the
Company as authorized hereby for the amounts.

     


    
      
         


      

      
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    (b)           Notice/Cooperation by
Indemnitee.  Indemnitee shall, as a condition precedent to his
right to be indemnified under this Agreement, give the Company written notice as
soon as practicable of any claim for which Indemnitee will or could seek
indemnification under this Agreement.  In addition, Indemnitee shall
give the Company such information and cooperation as it may reasonably require
and as shall be within Indemnitee’s power.

     

    (c)           Procedure.  Any
indemnification and advances provided for in Section 1 and this Section 3 shall
be made no later than 30 days after receipt of the written request of
Indemnitee, provided that a determination is made within such 30-day period
that, as to Indemnitee’s specific case, indemnification of Indemnitee is proper
in the circumstances.  Such determination shall be made: (a) by the
Company’s stockholders; (b) by the Company’s Board of Directors by majority vote
of a quorum consisting of directors who were not parties to the action, suit or
proceeding; (c) if a majority vote of a quorum consisting of directors who were
not parties to the action, suit or proceeding so orders, by independent legal
counsel in a written opinion; or (d) if a quorum consisting of directors who
were not parties to the action, suit or proceeding cannot be obtained, by
independent legal counsel in a written opinion.  Notwithstanding the
foregoing, if there has been a Change of Control (as defined below) after the
date of this Agreement and if so requested by the Indemnitee, such determination
shall be made by independent legal counsel in a written opinion.  For
this purpose, “independent legal counsel” means a law firm or a member of a law
firm that neither is at the time, nor in the past five (5) years has been,
retained to represent (i) the Company or the Indemnitee in any matter; or
(ii) any other party to the matter giving rise to a claim for indemnification
under this Agreement.  Notwithstanding the foregoing, the term
“independent legal counsel” shall not include any person who, under the
applicable standards of professional conduct then prevailing under the laws of
the State of Nevada, would have a conflict of interest in representing either
the Company or the Indemnitee in an action to determine the Indemnitee’s rights
under this Agreement.  The Company agrees to pay the reasonable fees
of the independent legal counsel referenced above and to indemnify fully such
independent legal counsel against any and all expenses (including without
limitation attorneys’ fees), liabilities, losses and damages arising out of or
relating to this Agreement or its engagement pursuant to this
Agreement.  If a claim under this Agreement, under any statute, or
under any provision of the Company’s Articles of Incorporation or Bylaws
providing for indemnification, is not paid in full by the Company within 30 days
after a written request for payment thereof has first been received by the
Company, Indemnitee may, but need not, at any time thereafter bring an action
against the Company to recover the unpaid amount of the claim and, subject to
Sections 8 and 9(g) of this Agreement, Indemnitee shall also be entitled to be
paid for the expenses (including reasonable attorneys’ fees) of bringing such
action.  It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in connection with any
action, suit or proceeding in advance of its final disposition) that Indemnitee
has not met the standards of conduct which make it permissible under applicable
law for the Company to indemnify Indemnitee for the amount
claimed.  However, Indemnitee shall be entitled to receive interim
payments of expenses pursuant to Section 3(a) unless and until such defense may
be finally adjudicated by court order or judgment from which no further right of
appeal exists.  It is the parties’ intention that if the Company
contests Indemnitee’s right to indemnification, the question of Indemnitee’s
right to indemnification shall be for a court of competent jurisdiction to
decide, and neither the failure of

     


    
      
         


      

      
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    the
Company (including its Board of Directors, any committee or subgroup of the
Board of Directors, independent legal counsel, or its stockholders) to have made
a determination that indemnification of Indemnitee is proper in the
circumstances because Indemnitee has met the applicable standard of conduct
required by applicable law, nor an actual determination by the Company
(including it Board of Directors, any committee or subgroup of the Board of
Directors, independent legal counsel, or its stockholders) that Indemnitee has
not met such applicable standard of conduct, shall create a presumption that
Indemnitee has or has not met the applicable standard of conduct.

     

    (d)           Notice to
Insurers.  If, at the time of the receipt of a notice of a
claim pursuant to Section 3(b), 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
Indemnitee, all amounts payable as a result of such proceeding in accordance
with the terms of such policies.

     

    (e)           Selection of
Counsel.  In the event the Company shall be obligated under
Section 3(a) to advance the expenses of any proceeding against Indemnitee, the
Company, if appropriate, shall be entitled to assume the defense of such
proceeding, with counsel approved by Indemnitee (which approval shall not be
unreasonably withheld), upon the delivery to Indemnitee of written notice of its
election to do so.  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 proceeding,
provided that (i) Indemnitee shall have the right to employ
his  counsel in any such proceeding at Indemnitee’s expense; and (ii)
if (A) the employment of 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, in fact, have employed counsel to
assume the defense of such proceeding, then the fees and expenses of
Indemnitee’s counsel shall be at the expense of the Company.

     

    (f)           Settlement by the
Company.  The Company shall not settle any proceeding in any
manner which would impose any penalty or limitation on Indemnitee without
Indemnitee’s written approval, which approval shall not be unreasonably
withheld, conditioned or delayed.

     

    (g)           Burden of
Proof.  If under applicable law, the entitlement of Indemnitee
to be indemnified or advanced expenses hereunder depends upon whether a standard
of conduct has been met, the burden of proof of establishing that Indemnitee did
not act in accordance with such standard shall rest with the
Company.  Indemnitee shall be presumed to have acted in accordance
with such standard and to be entitled to indemnification or the advancement of
expenses (as the case may be) unless, based upon a preponderance of the
evidence, it shall be determined that Indemnitee has not met such
standard.

     


    
      
         


      

      
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    (h)           Change in
Control.  For purposes of this Section, a “Change in Control”
shall be deemed to have occurred if any of the following events occurs:
(i) any “person” (as such term is used in Section 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended), excluding the Sandgaard Group,
becomes after the date hereof the “beneficial owner” (as defined in
Rule 13d-3 under said Act), directly or indirectly, of securities of the
Company representing 30% or more of the total number of votes that may be cast
for the election of directors of the Company (called in this definition "voting
securities"); (ii) at least 40% of the directors of the Company constitute
persons who were not, at the time of their first election to the Board of
Directors of the Company, candidates proposed by a majority of the Company's
Board of Directors in office prior to the time of such first election;
(iii) either stockholder approval of the dissolution of the Company or the
actual dissolution of the Company; (iv) a sale or other disposition, or the
last sale or other disposition to occur in a series of sales and/or other
dispositions within any 12-month period ("Serial Sales"), by the Company of
assets which (at the time of the sale or disposition or, in the case of Serial
Sales, as of the beginning of such 12-month period) account for more than 75% of
the total assets or 40% of the revenues of the Company, as determined in
accordance with generally accepted accounting principles; provided, however,
that no sale or disposition of assets or stock shall be taken into account to
the extent that the proceeds of such sale or disposition (whether in cash or
in-kind) are reinvested in the Company or are, in the case of proceeds received
in-kind, used in the ongoing conduct of the Company, provided further that such
a reinvestment shall not be deemed to have occurred unless made within 12 months
of such sale or disposition and provided further that, the term reinvestment
shall include, among other things, the use of proceeds to repay debt incurred in
connection with the operation of the business in which the assets sold or
disposed of were used; (v) the stockholders shall approve any merger,
consolidation, or like business combination or reorganization of the Company,
the consummation of which would result in the voting securities of the Company
outstanding immediately prior thereto representing (by remaining outstanding or
being converted into securities of the surviving entity or otherwise) less than
70% of the voting securities of the Company or such surviving entity outstanding
immediately after such merger, consolidation, business combination or
reorganization; or (vi) any other event which the Company's Board of
Directors determines, in its discretion, would materially alter the structure of
the Company or its ownership.  “Sandgaard Group” means (i) Thomas
Sandgaard who is at the date of this Agreement an officer or director of the
Company and a beneficial owner of more than 30% of the Company’s common stock;
(ii) any affiliate (as defined in Rule 12b-2 of the rules and regulations
under the Exchange Act; (iii) a Related Party of Mr. Sandgaard; and
(iv) any transferee of common stock owned beneficially by any person
described in the foregoing clauses that is approved in advance of a transfer by
a majority of the Board of Directors of the Company.  For this
purpose, “Related Party” means:  (i) a spouse, children (by blood
or adoption), and other descendants (by blood or adoption); (ii) any trust
primarily for the benefit of Mr. Sandgaard and/or any of the persons described
in clause (i); (iii) any entity owned beneficially entirely by any of Mr.
Sandgaard, parties described in clause (i) and/or parties described in clause
(ii); and (iv) in the case of the death of Mr. Sandgaard or any party that
was a Related Party immediately prior to the person’s death, the heirs,
legatees, devisees, distributees, personal representatives, or estate of the
deceased person, whether by will or intestacy.

     


    
      
         


      

      
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    4.           Additional Indemnification
Rights; Nonexclusivity.

     

    (a)           Scope.  Notwithstanding
any other provision of this Agreement, the Company hereby agrees to indemnify
Indemnitee to the fullest extent permitted by the NRS, notwithstanding that such
indemnification is not specifically authorized by the other provisions of this
Agreement, the Company’s Articles of Incorporation, the Company’s Bylaws or by
statute.  In the event of any change, after the date of this
Agreement, in any applicable law, statute, or rule which expands the right of a
Nevada corporation to indemnify a member of its board of directors or an
officer, such changes shall be, ipso facto, within the purview of Indemnitee’s
rights and Company’s obligations, under this Agreement.  In the event
of any change in any applicable law, statute or rule which narrows the right of
a Nevada corporation to indemnify a member of its board of directors or an
officer, such changes, to the extent not otherwise required by such law, statute
or rule to be applied to this Agreement shall have no effect on this Agreement
or the parties’ rights and obligations hereunder.

     

    (b)           Nonexclusivity.  The
indemnification provided by this Agreement shall not be deemed exclusive of any
rights to which Indemnitee may be entitled under the Company’s Articles of
Incorporation, its Bylaws, any agreement, any vote of stockholders or
disinterested directors, the NRS, or otherwise, for either an action in
Indemnitee’s official capacity or action in another capacity while holding such
office, except that indemnification, unless ordered by a court pursuant to NRS
§ 78.7502 or for the advancement of expenses made pursuant to Section 3,
may not be made to or on behalf of Indemnitee if a final adjudication
establishes that Indemnitee’s acts or omissions involved intentional misconduct,
fraud or a knowing violation of the law and was material to the cause of
action.  The indemnification provided under this Agreement shall
continue as to Indemnitee for any action taken or not taken while serving in an
indemnified capacity even though he may have ceased to serve in such capacity at
the time of any action, suit or other covered proceeding.

     

    5.           Partial
Indemnification.  If Indemnitee is entitled under any provision
of this Agreement to indemnification by the Company for some or a portion of the
expenses, judgments, fines or penalties actually and reasonably incurred by him
in the investigation, defense, appeal or settlement of any civil or criminal
action, suit or proceeding, but not, however, for the total amount thereof, the
Company shall nevertheless indemnify Indemnitee for the portion of such
expenses, judgments, fines or penalties to which Indemnitee is
entitled.

     

    6.           Mutual
Acknowledgement.  Both the Company and Indemnitee acknowledge
that in certain instances, federal law or applicable public policy may prohibit
the Company from indemnifying its directors and officers under this Agreement or
otherwise.  Indemnitee understands and acknowledges that the Company
has undertaken or may be required in the future to undertake with the Securities
and Exchange Commission to submit the question of indemnification to a court in
certain circumstances for a determination of the Company’s right under public
policy to indemnify Indemnitee.

     


    
      
         


      

      
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    7.           Officer and Director
Liability Insurance.  The Company shall, from time to time,
make the good faith determination whether or not it is practicable for the
Company to obtain a policy greater in value than the Company’s current Director
and Officer Liability Insurance Policy with National Union Fire Insurance Co. of
Pittsburgh, PA, Policy #659-63-95 (the “Current D&O Policy”), or
to maintain the Current D&O Policy providing the officers and directors of
the Company with coverage for losses from wrongful acts, or to ensure the
Company’s performance of its indemnification obligations under this
Agreement.  Among other considerations, the Company will weigh the
costs of obtaining or maintaining such insurance coverage against the protection
afforded by such coverage.  In all policies of director and officer
liability insurance, Indemnitee shall be named as an insured in such a manner as
to provide Indemnitee the same rights and benefits as are accorded to the most
favorably insured of the Company’s directors, if Indemnitee is a director; or of
the Company’s officers, if Indemnitee is not a director of the Company but is an
officer.  Notwithstanding the foregoing, the Company shall have no
obligation to maintain such insurance if the Company determines in good faith
that such insurance is not reasonably available, if the premium costs for such
insurance are disproportionate to the amount of coverage provided, if the
coverage provided by such insurance is limited by exclusions so as to provide an
insufficient benefit, or if Indemnitee is covered by similar insurance
maintained by a subsidiary or parent of the Company.

     

    8.           Exceptions.  Any
other provision herein to the contrary notwithstanding, the Company shall not be
obligated pursuant to the terms of this Agreement:

     

    (a)           Claims Initiated by
Indemnitee.  To indemnify or advance expenses to Indemnitee
with respect to proceedings or claims initiated or brought voluntarily by
Indemnitee and not by way of defense, except with respect to proceedings brought
to establish or enforce a right to indemnification under this Agreement or any
other statute or law or otherwise as required under § 78.7502 of the NRS,
but such indemnification or advancement of expenses may be provided by the
Company in specific cases if the Board of Directors has approved the initiation
or bringing of such suit; or

     

    (b)           Lack of Good
Faith.  To indemnify Indemnitee for any expenses incurred by
Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or
interpret this Agreement, if a court of competent jurisdiction determines that
each of the material assertions made by Indemnitee in such proceeding was not
made in good faith or was frivolous; or

     

    (c)           No Duplicative
Payments.  To indemnify Indemnitee for expenses or liabilities
of any type whatsoever (including, but not limited to, judgments, fines, ERISA
excise taxes or penalties, and amounts paid in settlement) to the extent that
Indemnitee has otherwise actually received payment (under any insurance policy,
provision of the Company’s articles of incorporation, bylaws or otherwise) of
the amounts otherwise payable hereunder.

     

    (d)           Claims Under Section
16(b).  To indemnify Indemnitee for expenses and the payment of
profits arising from the purchase and sale by Indemnitee of securities in
violation of section 16(b) of the Securities Exchange Act of 1934, as amended,
or any similar successor statute.

     


    
      
         


      

      
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    9.           Miscellaneous.

     

    (a)           Choice of
Law.  This Agreement shall be governed by and its provisions
construed in accordance with the laws of the State of Nevada, as applied to
contracts between Nevada residents entered into and to be performed entirely
within Nevada without regard to the conflict of law principles
thereof.

     

    (b)           Consent to
Jurisdiction.  The Company and Indemnitee each hereby
irrevocably consent to the jurisdiction of the courts of the State of Nevada for
all purposes in connection with any action or proceeding which arises out of or
relates to this Agreement and agree that any action instituted under this
Agreement may be brought in the state courts of the State of
Nevada.

     

    (c)           Amendment and
Termination.  No amendment, modification, termination or
cancellation of this Agreement shall be effective unless it is in writing and
signed by 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.

     

    (d)           Entire
Agreement.  This Agreement sets forth the entire understanding
between the parties hereto and supersedes and merges all previous written and
oral negotiations, commitments, understandings and agreements relating to the
subject matter hereof between the parties hereto.

     

    (e)           Successors and
Assigns.  This Agreement shall be binding upon the Company and
its successors and assigns, and shall inure to the benefit of Indemnitee and
Indemnitee’s heirs, executors and administrators.

     

    (f)           Severability.  If
and to the extent that any provision of this Agreement is held by final judgment
of a court of competent jurisdiction to be invalid, illegal or unenforceable,
then to such extent the invalid, illegal or unenforceable provision shall be
severed from the remainder of this Agreement, and the remainder of this
Agreement shall be enforced.  In addition, the invalid, illegal or
unenforceable provision shall be deemed to be automatically modified, and, as so
modified, to be included in this Agreement, such modification being made to the
minimum extent necessary to render the provision valid, legal and
enforceable.  Notwithstanding the foregoing, however, if the severed
or modified provision concerns all or a portion of the essential consideration
to be delivered under this Agreement by one party to the other, the remaining
provisions of this Agreement shall also be modified to the extent necessary to
equitably adjust the parties’ respective rights and obligations
hereunder.

     


    
      
         


      

      
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    (g)           Attorneys’
Fees.  In the event that any action is instituted by Indemnitee
under this Agreement to enforce or interpret any of the terms hereof, Indemnitee
shall be entitled to be paid all court costs and expenses, including reasonable
attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a
part of such action, the court of competent jurisdiction determines that each of
the material assertions made by Indemnitee as a basis for such action were not
made in good faith or were frivolous.  In the event of an action
instituted by or in the name of the Company under this Agreement or to enforce
or interpret any of the terms of this Agreement, Indemnitee shall be entitled to
be paid all court costs and expenses, including reasonable attorneys’ fees,
incurred by Indemnitee in defense of such action (including with respect to
Indemnitee’s counterclaims and cross-claims made in such action), unless as a
part of such action the court determines that each of Indemnitee’s material
defenses to such action were made in bad faith or were frivolous.

     

    (h)           Notice.  All
notices, requests, demands and other communications required or permitted under
this Agreement shall be in writing and shall be delivered personally by hand or
by courier, mailed by United States first-class mail, postage prepaid, sent by
facsimile or sent by electronic mail directed to the party to be notified at the
address, facsimile number or electronic mail address indicated for such person
on the signature page hereof, or at such other address, facsimile number or
electronic mail address as such party may designate by 10 days’ advance written
notice to the other party hereto.  All such notices and other
communications shall be deemed given upon personal delivery, on the date of
mailing, upon confirmation of facsimile transfer or when directed to the
electronic mail address set forth on the signature page hereof.

     

    (i)           Construction.  Whenever
used in this Agreement, the singular number will include the plural, and the
plural number will include the singular, and pronouns in the masculine,
feminine, or neuter gender will include each other gender.  Headings
are used for convenience only, and are not to be given substantive
effect.  All references to section numbers and exhibits in this
Agreement are references to sections and exhibits in this Agreement, unless
otherwise specifically indicated.  All exhibits and schedules are
incorporated in this Agreement as if set forth herein in
full.  Recitals are part of this Agreement and shall be considered in
its interpretation.

     

    (j)           Period of
Limitations.  No legal action shall be brought and no cause of
action shall be asserted by or in the right of the Company against Indemnitee,
Indemnitee’s estate, spouse, heirs, executors or personal or legal
representatives after the expiration of two years from the date of accrual of
such cause of action, and any claim or cause of action of the Company shall be
extinguished and deemed released unless asserted by the timely filing of a legal
action within such two-year period; provided, however, that if any shorter
period of limitations is otherwise applicable to any such cause of action, such
shorter period shall govern.

     

    (k)           Subrogation.  In
the event of payment under this Agreement, the Company shall be subrogated to
the extent of such payment to all of the rights of recovery of Indemnitee, who
shall execute all documents required and shall do all acts that may be necessary
to secure such rights and to enable the Company effectively to bring suit to
enforce such rights.

     


    
      
         


      

      
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    (l)           Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall
constitute an original.

     

    EXECUTED
as of the date first above written.

     

    
      	 	 
      
	 	
              ZYNEX,
      INC.

            
	 	 
      
	 	 
      
	 	
              By:                                                                   

            
	 	
              __________________,
      __________

            
	 	 
      
	 	
              Address:

            
	 	 
      


    

    


    
      	 	
              AGREED
      TO AND ACCEPTED:

            
	 	 
      
	 	
              “Indemnitee”

            
	 	 
      
	 	 
      
	 	
              _________________________________

            
	 	 
      
	 	 
      
	 	
              Address:

            
	 	
              _______________________________

              _______________________________

            
	 	
              _______________________________

            
	 	
              _______________________________

            


    

    


    


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