INDEMNIFICATION AGREEMENT

 

This INDEMNIFICATION AGREEMENT (this "Agreement") is made as of [●], 20[●], by and between 1 Finanx AI Technologies, Inc., a Montana corporation (the "Company"), and [Name] ("Indemnitee").

 

1. Background

 

A.The Company desires to attract and retain highly qualified persons to serve as directors and officers. 

B.The Company's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws provide for indemnification of its directors and officers to the fullest extent permitted by the Montana Business Corporation Act (the "MBCA"). 

C.Indemnitee is willing to serve, or to continue to serve, as a director and/or officer of the Company in consideration of the Company's agreement to provide the indemnification and advancement of expenses set forth herein. 

 

2. Indemnification

 

2.1 Third-Party Proceedings

 

To the fullest extent permitted by the MBCA, the Company shall indemnify Indemnitee if Indemnitee is or was a party to, or threatened to be made a party to, any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding") by reason of the fact that Indemnitee is or was a director, officer, employee, or agent of the Company, against all expenses, judgments, fines, and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with such Proceeding.

 

2.2 Proceedings by or in the Right of the Company

 

To the fullest extent permitted by the MBCA, the Company shall indemnify Indemnitee if Indemnitee is or was a party to or is threatened to be made a party to any Proceeding by or in the right 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, against all expenses actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding.

 

2.3 Partial Indemnification

 

If Indemnitee is entitled to indemnification for some but not all claims, issues, or matters in a Proceeding, the Company shall indemnify Indemnitee to the fullest extent permitted by law for all expenses, judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such Proceeding.

 

3. Advancement of Expenses

 

The Company shall, to the fullest extent permitted by law, advance all expenses incurred by Indemnitee in connection with any Proceeding in which Indemnitee is involved by reason of Indemnitee's status as a director and/or officer of the Company within 30 days after receipt by the Company of a statement or statements from Indemnitee requesting such advance. As a condition precedent to the Company's obligation to advance expenses, Indemnitee shall provide an undertaking to repay such advances if it is ultimately determined that Indemnitee is not entitled to be indemnified.

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4. Procedures and Presumptions

 

4.1 Notice and Cooperation

 

Indemnitee shall give the Company notice of any Proceeding as soon as reasonably practicable. Indemnitee shall cooperate with the Company, as reasonably requested, in the defense of any Proceeding; provided that such cooperation shall be at the Company's expense and shall not waive any privileges.

 

4.2 Determination of Right to Indemnification

 

Any determination required under the MBCA that Indemnitee has met the applicable standard of conduct shall be made by:

-A majority vote of disinterested directors, even if less than a quorum; or 

-A committee of such directors; or 

-Independent legal counsel; or 

-The stockholders, as permitted by law. 

 

4.3 Presumptions and Burden of Proof

 

In any determination or review of Indemnitee's entitlement to indemnification, the following presumptions shall apply:

-Indemnitee shall be presumed to have met the applicable standard of conduct; 

-The Company shall have the burden of proof to overcome such presumption; and 

-The termination of any Proceeding by judgment, order, settlement, or conviction shall not, of itself, create a presumption that Indemnitee did not meet the standard of conduct. 

 

5. Exclusions

 

The Company shall not be obligated to indemnify or advance expenses to Indemnitee:

-In connection with any Proceeding initiated by Indemnitee (other than to enforce rights under this Agreement) without the prior approval of the Board. 

-For amounts paid in settlement of a Proceeding without the Company's consent, which shall not be unreasonably withheld. 

-To the extent prohibited by the MBCA or other applicable law. 

 

6. Non-Exclusivity; Insurance

 

6.1 Non-Exclusivity

 

The rights granted herein are not exclusive of any other rights Indemnitee may have under the Company's Certificate of Incorporation, Bylaws, the MBCA, any other agreement, or otherwise.

 

6.2 Insurance

 

The Company shall use commercially reasonable efforts to maintain directors' and officers' liability insurance ("D&O Insurance") on terms the Board deems appropriate, covering Indemnitee in such capacity.

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7. Duration and Survival

 

This Agreement shall apply to all acts or omissions of Indemnitee occurring before, on, or after the date hereof while Indemnitee is acting in a covered capacity and shall continue in effect after Indemnitee has ceased to serve in such capacity with respect to Proceedings arising therefrom.

 

8. Miscellaneous

 

This Agreement shall be governed by and construed in accordance with the laws of the State of Montana. It may be executed in counterparts and delivered by electronic means, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.