Common use of Indemnification of Directors and Officers Clause in Contracts

Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation Law, or the DGCL, authorizes a corporation to indemnify its directors and officers against liabilities arising out of actions, suits and proceedings to which they are made or threatened to be made a party by reason of the fact that they have served or are currently serving as a director or officer to a corporation. The indemnity may cover expenses (including attorneys’ fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by the director or officer in connection with any such action, suit or proceeding. Section 145 permits corporations to pay expenses (including attorneys’ fees) incurred by directors and officers in advance of the final disposition of such action, suit or proceeding. In addition, Section 145 provides that a corporation has the power to purchase and maintain insurance on behalf of its directors and officers against any liability asserted against them and incurred by them in their capacity as a director or officer, or arising out of their status as such, whether or not the corporation would have the power to indemnify the director or officer against such liability under Section 145. We have adopted provisions in our certificate of incorporation and bylaws that limit or eliminate the personal liability of our directors to the fullest extent permitted by the DGCL, as it now exists or may in the future be amended. Consequently, a director will not be personally liable to us or our stockholders for monetary damages or breach of fiduciary duty as a director, except for liability for: • any breach of the director’s duty of loyalty to us or our stockholders; • any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; • any unlawful payments related to dividends or unlawful stock purchases, redemptions or other distributions; or • any transaction from which the director derived an improper personal benefit. These limitations of liability do not alter director liability under the federal securities laws and do not affect the availability of equitable remedies such as an injunction or rescission. In addition, our bylaws provide that: • we will indemnify our directors, officers and, in the discretion of our board of directors, certain employees to the fullest extent permitted by the DGCL, as it now exists or may in the future be amended; and • we will advance reasonable expenses, including attorneys’ fees, to our directors and, in the discretion of our board of directors, to our officers and certain employees, in connection with legal proceedings relating to their service for or on behalf of us, subject to limited exceptions. We have entered into indemnification agreements with each of our directors and executive officers. These agreements provide that we will indemnify each of our directors, certain of our executive officers and, at times, their affiliates to the fullest extent permitted by Delaware law. We will advance expenses, including attorneys’ fees (but excluding judgments, fines and settlement amounts), to each indemnified director or executive officer in connection with any proceeding in which indemnification is available and we will indemnify our directors and officers for any action or proceeding arising out of that person’s services as a director or officer brought on behalf of us or in furtherance of our rights. Additionally, certain of our directors or officers may have certain rights to indemnification, advancement of expenses or insurance provided by their affiliates or other third parties, which indemnification relates to and might apply to the same proceedings arising out of such director’s or officer’s services as a director referenced herein. Nonetheless, we have agreed in the indemnification agreements that our obligations to those same directors or officers are primary and any obligation of such affiliates or other third parties to advance expenses or to provide indemnification for the expenses or liabilities incurred by those directors are secondary. We also maintain general liability insurance which covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers, including liabilities under the Securities Act of 1933, as amended, or the Securities Act.

Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation LawLaw of the State of Delaware (the “DGCL”) authorizes a corporation’s board of directors to grant, or and authorizes a court to award, indemnity to officers, directors and other corporate agents under certain circumstances. As permitted by Section 102(b)(7) of the DGCL, authorizes a corporation to indemnify its directors the Company’s amended and officers against liabilities arising out restated certificate of actions, suits and proceedings to which they are made or threatened to be made a party by reason of incorporation contains provisions that limit the fact that they have served or are currently serving as a director or officer to a corporation. The indemnity may cover expenses (including attorneys’ fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by the director or officer in connection with any such action, suit or proceeding. Section 145 permits corporations to pay expenses (including attorneys’ fees) incurred by directors and officers in advance of the final disposition of such action, suit or proceeding. In addition, Section 145 provides that a corporation has the power to purchase and maintain insurance on behalf liability of its directors and officers against any liability asserted against them and incurred by them in their capacity as a director or officer, or arising out of their status as such, whether or not the corporation would have the power to indemnify the director or officer against such liability under Section 145. We have adopted provisions in our certificate of incorporation and bylaws that limit or eliminate the personal liability of our directors for monetary damages to the fullest extent permitted by the DGCL, as it now exists or may in the future be amendedDelaware law. Consequently, a director the Company’s directors will not be personally liable to us the Company or our its stockholders for monetary damages or for any breach of fiduciary duty duties as a directordirectors, except liability for liability forthe following: • any breach of the director’s duty of loyalty to us or to our stockholders; • any act acts or omission omissions not in good faith or that involves involve intentional misconduct or a knowing violation of law; • any unlawful payments related to payment of dividends or unlawful stock purchases, redemptions repurchases or other distributionsredemptions; or and • any transaction from which the director derived an improper personal benefit. These limitations Our certificate of incorporation provides that we may indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director, officer, employee or agent of the Company or any predecessor of the Company, or serves or served at any other enterprise as a director, officer, employee or agent at the request of the Company or any predecessor to the Company. If Delaware law is amended to authorize corporate action further eliminating or limiting the personal liability do of a director, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law, as so amended. Our amended and restated certificate of incorporation does not alter director liability eliminate a director’s duty of care and, in appropriate circumstances, equitable remedies, such as injunctive or other forms of non-monetary relief, remain available under Delaware law. This provision also does not affect a director’s responsibilities under any other laws, such as the federal securities laws or other state or federal laws. Our amended and do not affect the availability of equitable remedies such as an injunction or rescission. In addition, our rested bylaws provide that: • we will that the Company shall indemnify our directorsand hold harmless, officers and, in the discretion of our board of directors, certain employees to the fullest extent permitted by the DGCL, DGCL as it now presently exists or may in the future hereafter be amended; and • we will advance reasonable expenses, any director or officer of the Company who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including attorneys’ feesservice with respect to employee benefit plans, to our directors and, in the discretion of our board of directors, to our officers against all liability and certain employees, loss suffered and expenses reasonably incurred by such person in connection with legal proceedings relating any such Proceeding. Under our amended and restated bylaws, we are empowered to their service for or enter into indemnification agreements with our directors, officers, employees and other agents and to purchase insurance on behalf of usany person whom we are required or permitted to indemnify. In addition to the indemnification required in our amended and restated certificate of incorporation and amended and restated bylaws, subject to limited exceptions. We we have entered into indemnification agreements with each of our current directors and executive officers. These agreements provide that we will indemnify each for the indemnification of our directors, certain of our executive officers and, at times, their affiliates to the fullest extent permitted by Delaware law. We will advance expenses, including attorneys’ fees (but excluding judgments, fines and settlement amounts), to each indemnified director or executive officer in connection with any proceeding in which indemnification is available and we will indemnify our directors and officers for all reasonable expenses and liabilities incurred in connection with any action or proceeding arising out brought against them by reason of the fact that person’s services as a director they are or officer brought on behalf of us or in furtherance of were our rightsagents. Additionally, certain of our directors or officers may have certain rights to indemnification, advancement of expenses or insurance provided by their affiliates or other third parties, which indemnification relates to We believe that these bylaw provisions and might apply to the same proceedings arising out of such director’s or officer’s services as a director referenced herein. Nonetheless, we have agreed in the indemnification agreements that our obligations are necessary to those same attract and retain qualified persons as directors or officers are primary and any obligation of such affiliates or other third parties to advance expenses or to provide indemnification for the expenses or liabilities incurred by those directors are secondaryofficers. We also maintain general directors’ and officers’ liability insurance which covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers, including liabilities under the Securities Act of 1933, as amended, or the Securities Actinsurance.

Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation LawLaw of the State of Delaware provides that a Delaware corporation has the power, or the DGCLunder specified circumstances, authorizes a corporation to indemnify its directors directors, officers, employees and officers agents, against liabilities arising out of actions, suits and proceedings to which they are made or threatened to be made a party by reason of the fact that they have served or are currently serving as a director or officer to a corporation. The indemnity may cover expenses (including attorneys’ fees) judgments, fines and amounts paid incurred in settlement actually and reasonably incurred by the director or officer in connection with any such action, suit or proceeding. Section 145 permits corporations to pay expenses (including attorneys’ fees) incurred by The Certificate of Incorporation and the By-laws of the Company provide for indemnification of directors and officers in advance of the final disposition of such action, suit or proceeding. In addition, Section 145 provides that a corporation has the power to purchase and maintain insurance on behalf of its directors and officers against any liability asserted against them and incurred by them in their capacity as a director or officer, or arising out of their status as such, whether or not the corporation would have the power to indemnify the director or officer against such liability under Section 145. We have adopted provisions in our certificate of incorporation and bylaws that limit or eliminate the personal liability of our directors to the fullest extent permitted by the DGCL, as it now exists or General Corporation Law of the State of Delaware. The General Corporation Law of the State of Delaware provides that a certificate of incorporation may in contain a provision eliminating the future be amended. Consequently, personal liability of a director will not be personally liable to us the corporation or our its stockholders for monetary damages or for breach of fiduciary duty as a director, except director provided that such provision shall not eliminate or limit the liability of a director (i) for liability for: • any breach of the director’s 's duty of loyalty to us the corporation or our its stockholders; • any act , (ii) for acts or omission omissions not in good faith or that involves which involve intentional misconduct or a knowing violation of law; • any unlawful payments related , (iii) under Section 174 (relating to liability for unauthorized acquisitions or redemptions of, or dividends on, capital stock) of the General Corporation Law of the State of Delaware, or unlawful stock purchases, redemptions or other distributions; or • (iv) for any transaction from which the director derived an improper personal benefit. These limitations The Company's Certificate of liability do not alter director liability under Incorporation contains such a provision. INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, AS AMENDED, MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, IT IS THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION THAT SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE. PART F/S FINANCIAL STATEMENTS. Attached are audited financial statements for the federal securities laws Company for the period ended June 10, 1998. The following financial statements are attached to this report and do not affect the availability of equitable remedies such as an injunction or rescission. In addition, our bylaws provide that: • we will indemnify our directors, officers and, in the discretion of our board of directors, certain employees to the fullest extent permitted by the DGCL, as it now exists or may in the future be amended; and • we will advance reasonable expenses, including attorneys’ fees, to our directors and, in the discretion of our board of directors, to our officers and certain employees, in connection with legal proceedings relating to their service for or on behalf of us, subject to limited exceptions. We have entered into indemnification agreements with each of our directors and executive officers. These agreements provide that we will indemnify each of our directors, certain of our executive officers and, at times, their affiliates to the fullest extent permitted by Delaware law. We will advance expenses, including attorneys’ fees (but excluding judgments, fines and settlement amounts), to each indemnified director or executive officer in connection with any proceeding in which indemnification is available and we will indemnify our directors and officers for any action or proceeding arising out of that person’s services filed as a director or officer brought on behalf of us or in furtherance of our rights. Additionally, certain of our directors or officers may have certain rights to indemnification, advancement of expenses or insurance provided by their affiliates or other third parties, which indemnification relates to and might apply to the same proceedings arising out of such director’s or officer’s services as a director referenced herein. Nonetheless, we have agreed in the indemnification agreements that our obligations to those same directors or officers are primary and any obligation of such affiliates or other third parties to advance expenses or to provide indemnification for the expenses or liabilities incurred by those directors are secondary. We also maintain general liability insurance which covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers, including liabilities under the Securities Act of 1933, as amended, or the Securities Actpart thereof.

Indemnification of Directors and Officers. Section 145 Amerada Xxxx Corporation is a Delaware corporation subject to the applicable provisions of the Delaware General Corporation LawLaw (the "DGCL") related to the limitation of director liability, indemnification of directors and officers and insurance against director and officer liability maintained by a corporation on behalf of directors and officers. The DGCL permits a corporation's certificate of incorporation to eliminate or limit the DGCLpersonal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director provided that the relevant provision does not eliminate or limit the liability of a director (a) for any breach of the director's duty of loyalty to the corporation or its stockholders, authorizes (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) for unlawful payment of a dividend or approval of an unlawful stock purchase or redemption or (d) for any transaction from which the director derived an improper personal benefit. The DGCL permits a corporation to indemnify its directors and officers against liabilities arising out of actions, suits and proceedings to which they are made any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that they have served such person is or are currently was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director director, officer, employee or officer to a agent of another corporation. The indemnity may cover , partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ ' fees) ), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the relevant conduct was unlawful. In any threatened, pending or completed action or suit by or in the right of a corporation, the DGCL permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any such action or suit by reason of the fact that such person acted in any of the capacities set forth above against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim or issue as to which such person shall have been adjudged liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action was brought determines on application that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the Court of Chancery or such other court deems proper. The DGCL requires a corporation to indemnify a director or officer who has been successful on the merits or otherwise in connection with the defense of any such action, suit or proceedingproceeding referred to in the previous two paragraphs or 14 in defense of any claim, issue or matter therein against expenses actually and reasonably incurred in connection therewith. Section 145 permits corporations to Corporations may pay expenses (including attorneys’ fees) incurred by directors and officers an officer or director in defending any proceeding in advance of the final disposition of such action, suit the matter on receipt of an undertaking by or proceeding. In addition, Section 145 provides that a corporation has the power to purchase and maintain insurance on behalf of its such person to repay such amount if it is ultimately determined that the person is not entitled to indemnity. The indemnification provided for by the DGCL is not exclusive of any other rights to which the indemnified party may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. Amerada Xxxx Corporation's Restated Certificate of Incorporation and officers against any liability asserted against them by-laws provide in effect for the indemnification by Amerada Xxxx Corporation of each director and incurred by them in their capacity as a director or officer, or arising out officer of their status as such, whether or not the corporation would have the power to indemnify the director or officer against such liability under Section 145. We have adopted provisions in our certificate of incorporation and bylaws that limit or eliminate the personal liability of our directors Amerada Xxxx Corporation to the fullest extent permitted by the DGCL, as it now exists or may in the future be amendedapplicable law. Consequently, a director will not be personally liable to us or our stockholders for monetary damages or breach of fiduciary duty as a director, except for liability for: • any breach of the director’s duty of loyalty to us or our stockholders; • any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; • any unlawful payments related to dividends or unlawful stock purchases, redemptions or other distributions; or • any transaction from which the director derived an improper personal benefit. These limitations of liability do not alter director liability under the federal securities laws and do not affect the availability of equitable remedies such as an injunction or rescission. In addition, our bylaws provide that: • we will indemnify our directors, officers and, in the discretion of our board of directors, certain employees to the fullest extent permitted by the DGCL, as it now exists or may in the future be amended; and • we will advance reasonable expenses, including attorneys’ fees, to our directors and, in the discretion of our board of directors, to our officers and certain employees, The Underwriting Agreement in connection with legal proceedings relating to their service for or on behalf the offering of us, subject to limited exceptions. We have entered into indemnification agreements with each of our directors and executive officers. These agreements provide that we will indemnify each of our directors, certain of our executive officers and, at times, their affiliates to the fullest extent permitted by Delaware law. We will advance expenses, including attorneys’ fees (but excluding judgments, fines and settlement amounts), to each indemnified director or executive officer in connection with any proceeding in which indemnification is available and we will indemnify our directors and officers for any action or proceeding arising out of that person’s services as a director or officer brought on behalf of us or in furtherance of our rights. Additionally, certain of our directors or officers may have certain rights to indemnification, advancement of expenses or insurance provided by their affiliates or other third parties, which indemnification relates to and might apply to the same proceedings arising out of such director’s or officer’s services as a director referenced herein. Nonetheless, we have agreed in the indemnification agreements that our obligations to those same directors or officers are primary and any obligation of such affiliates or other third parties to advance expenses or to provide indemnification debt securities provides for the expenses or liabilities incurred by those underwriters to indemnify Amerada Xxxx Corporation and certain other persons including the directors are secondary. We also maintain general liability insurance which covers against certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers, including liabilities under the Securities Act of 1933, as amended, or the Securities Actliabilities.

Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation Law, or the DGCL, Law authorizes a corporation to indemnify its directors and officers against liabilities arising out of actions, suits and proceedings to which they are made or threatened to be made a party by reason of the fact that they have served of their prior or are currently serving current service to the corporation as a director or officer officer, in accordance with the provisions of Section 145, which are sufficiently broad to a corporationpermit indemnification under certain circumstances for liabilities arising under the Securities Act. The indemnity may cover expenses (including attorneys’ # fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by the director or officer in connection with any such action, suit or proceeding. Section 145 permits corporations to pay expenses (including attorneys’ # fees) incurred by directors and officers in advance of the final disposition of such action, suit or proceeding. In addition, Section 145 provides that a corporation has the power to purchase and maintain insurance on behalf of its directors and officers against any liability asserted against them and incurred by them in their capacity as a director or officer, or arising out of their status as such, whether or not the corporation would have the power to indemnify the director or officer against such liability under Section 145. We have adopted provisions in our The Registrant#s amended and restated certificate of incorporation and bylaws that limit or eliminate (the personal liability #Certificate of our directors Incorporation#), provides that, to the fullest extent permitted by the DGCLDelaware General Corporation Law, as it now exists or may in the future be amended. Consequently, (1) a director will shall not be personally liable to us the Registrant or our its stockholders for monetary damages or for breach of fiduciary duty as a director, except for liability for: • and (2) the Registrant shall indemnify any breach director or officer made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the director’s duty fact of loyalty such person#s current or prior service as a director or officer of the Registrant, any predecessor of the Registrant or any other enterprise per the Registrant#s or any predecessor to us the Registrant#s request. The Registrant#s amended and restated bylaws, as amended (the #Bylaws#), provide that (a) the Registrant shall indemnify its directors and officers to the maximum extent and in the manner permitted by the Delaware General Corporation Law against expenses (including attorneys# fees), judgments, fines, ERISA excise taxes, settlements and other amounts actually and reasonably incurred in connection with any proceeding, whether civil, criminal, administrative or our stockholders; • investigative, arising by reason of the fact that such person is or was an agent of the corporation, subject to certain limited exceptions, (b) the Registrant shall advance expenses incurred by any act director or omission not in good faith or that involves intentional misconduct or a knowing violation officer prior to the final disposition of law; • any unlawful payments related proceeding to dividends or unlawful stock purchases, redemptions or other distributions; or • any transaction from which the director derived an improper personal benefit. These limitations of liability do not alter director liability under the federal securities laws and do not affect the availability of equitable remedies such as an injunction or rescission. In addition, our bylaws provide that: • we will indemnify our directors, officers and, in the discretion of our board of directors, certain employees officer was or is or is threatened to the fullest extent permitted by the DGCL, as it now exists or may in the future be amended; and • we will advance reasonable expenses, including attorneys’ fees, to our directors and, in the discretion of our board of directors, to our officers and certain employees, in connection with legal proceedings relating to their service for or on behalf of usmade a party promptly following a request therefore, subject to certain limited exceptions, and (c) the rights conferred in the Bylaws are not exclusive. We have The Registrant has entered into indemnification agreements with each of our its directors and executive officersofficers to give such directors and officers additional contractual assurances regarding the scope of the indemnification set forth in the Certificate of Incorporation and the Bylaws and to provide additional procedural protections. These agreements agreements, among other things, provide that we the Registrant will indemnify each of our directors, certain of our its directors and executive officers and, at times, their affiliates to the fullest extent permitted by Delaware law. We will advance expenses, for expenses (including attorneys’ fees (but excluding # fees), judgments, fines fines, penalties and amounts paid in settlement amounts)(including all interest, to each indemnified assessments and other charges paid or payable in connection therewith) actually and reasonably incurred by a director or executive officer in connection with any proceeding in which indemnification is available and we will indemnify our directors and officers for any action or proceeding arising out to which such person was, is or is threatened to be made a party, a witness or other participant by reason of that person’s such person#s services as a director or executive officer brought of the Registrant, any of the Registrant#s subsidiaries or any other company or enterprise to which the person provides services at the Registrant#s request, and any federal, state, local or foreign taxes imposed on behalf of us the director or in furtherance of our rights. Additionally, certain of our directors or officers may have certain rights to indemnification, advancement of expenses or insurance provided by their affiliates or other third parties, which indemnification relates to and might apply to the same proceedings arising out of such director’s or officer’s services executive officer as a director referenced hereinresult of the actual or deemed receipt of any payments under the indemnification agreements. NonethelessIn addition, we have agreed in the indemnification agreements that our obligations to those same directors provide that, upon the request of a director or officers are primary and any obligation of such affiliates or other third parties to executive officer, the Registrant shall advance expenses (including attorneys# fees) to the director or officer. The Registrant intends to provide enter into indemnification for agreements with any new directors and executive officers in the expenses or liabilities incurred by those directors are secondaryfuture. We The Registrant has also maintain general liability obtained insurance which covers certain liabilities of our policies covering its directors and officers arising out of claims based on acts or omissions in their capacities as directors or officerswith respect to certain liabilities, including liabilities arising under the Securities Act of 1933, as amended, or the Securities Act.

Indemnification of Directors and Officers. Section 145 Sections 23B.08.500 through 23B.08.600 of the Delaware General Washington Business Corporation LawAct authorize a court to award, or the DGCLa corporation's board of directors to grant, authorizes a corporation indemnification to indemnify its directors and officers against on terms sufficiently broad to permit indemnification under certain circumstances for liabilities arising out of actions, suits and proceedings to which they are made or threatened to be made a party by reason of the fact that they have served or are currently serving as a director or officer to a corporation. The indemnity may cover expenses (including attorneys’ fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by the director or officer in connection with any such action, suit or proceeding. Section 145 permits corporations to pay expenses (including attorneys’ fees) incurred by directors and officers in advance of the final disposition of such action, suit or proceeding. In addition, Section 145 provides that a corporation has the power to purchase and maintain insurance on behalf of its directors and officers against any liability asserted against them and incurred by them in their capacity as a director or officer, or arising out of their status as such, whether or not the corporation would have the power to indemnify the director or officer against such liability under Section 145. We have adopted provisions in our certificate of incorporation and bylaws that limit or eliminate the personal liability of our directors to the fullest extent permitted by the DGCL, as it now exists or may in the future be amended. Consequently, a director will not be personally liable to us or our stockholders for monetary damages or breach of fiduciary duty as a director, except for liability for: • any breach of the director’s duty of loyalty to us or our stockholders; • any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; • any unlawful payments related to dividends or unlawful stock purchases, redemptions or other distributions; or • any transaction from which the director derived an improper personal benefit. These limitations of liability do not alter director liability under the federal securities laws and do not affect the availability of equitable remedies such as an injunction or rescission. In addition, our bylaws provide that: • we will indemnify our directors, officers and, in the discretion of our board of directors, certain employees to the fullest extent permitted by the DGCL, as it now exists or may in the future be amended; and • we will advance reasonable expenses, including attorneys’ fees, to our directors and, in the discretion of our board of directors, to our officers and certain employees, in connection with legal proceedings relating to their service for or on behalf of us, subject to limited exceptions. We have entered into indemnification agreements with each of our directors and executive officers. These agreements provide that we will indemnify each of our directors, certain of our executive officers and, at times, their affiliates to the fullest extent permitted by Delaware law. We will advance expenses, including attorneys’ fees (but excluding judgments, fines and settlement amounts), to each indemnified director or executive officer in connection with any proceeding in which indemnification is available and we will indemnify our directors and officers for any action or proceeding arising out of that person’s services as a director or officer brought on behalf of us or in furtherance of our rights. Additionally, certain of our directors or officers may have certain rights to indemnification, advancement of expenses or insurance provided by their affiliates or other third parties, which indemnification relates to and might apply to the same proceedings arising out of such director’s or officer’s services as a director referenced herein. Nonetheless, we have agreed in the indemnification agreements that our obligations to those same directors or officers are primary and any obligation of such affiliates or other third parties to advance expenses or to provide indemnification for the expenses or liabilities incurred by those directors are secondary. We also maintain general liability insurance which covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers, including liabilities under the Securities Act of 1933, as amendedamended (the "Securities Act"). Section 10 of the Registrant's Restated Bylaws provides for indemnification of the Registrant's directors, officers, employees and agents to the maximum extent permitted by Washington law. Certain of the directors of the Registrant, who are affiliated with principal shareholders of the Registrant, also may be indemnified by such shareholders against liability they may incur in their capacity as a director of the Registrant, including pursuant to a liability insurance policy for such purpose. Section 23B.08.320 of the Washington Business Corporation Act authorizes a corporation to limit a director's liability to the corporation or its shareholders for monetary damages for acts or omissions as a director, except in certain circumstances involving intentional misconduct, self-dealing or illegal corporate loans or distributions, or any transactions from which the Securities director personally receives a benefit in money, property or services to which the director is not entitled. Article 9 of the Registrant's Restated Articles of Incorporation contains provisions implementing, to the fullest extent permitted by Washington law, such limitations on a director's liability to the Registrant and its shareholders. The Registrant has entered into an Indemnification Agreement with each of its executive officers and directors in which the Registrant agrees to hold harmless and indemnify the officer or director to the fullest extent permitted by Washington law. In addition, the Registrant agrees to indemnify the officer or director against any and all losses, claims, damages, liabilities or expenses incurred in connection with any actual, pending or threatened action, suit, claim or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, in which the officer or director is, was or becomes involved by reason of the fact that the officer or director is or was a director, officer, employee or agent of the Registrant, or that being or having been such a director, officer, employee or agent, such director is or was serving at the request of the Registrant as a director, officer, employee, trustee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, whether the basis of such proceeding is alleged action (or inaction) by the officer or director in an official capacity as a director, officer, employee, trustee or agent or in any other capacity while serving as a director, officer, employee, trustee or agent. The officer or director is not indemnified for any action, suit, claim or proceeding instituted by or at the direction of the officer or director unless such action, suit, claim or proceeding is or was authorized by the Registrant's Board of Directors or unless the action is to enforce the provisions of the Indemnification Agreement. No indemnity pursuant to the Indemnification Agreements may be provided by the Registrant on account of any suit in which a final, unappealable judgment is rendered against an officer or director for an accounting of profits made from the purchase or sale by the officer or director of securities of the Registrant in violation of the provisions of Section 16(b) of the Exchange Act, and amendments thereto, or for damages that have been paid directly to the executive officer or director by an insurance carrier under a policy of directors' and officers' liability insurance maintained by the Registrant. Officers and directors of the Registrant are covered by insurance (with certain exceptions and certain limitations) that indemnifies them against losses and liabilities arising from certain alleged "wrongful acts," including alleged errors or misstatements, or certain other alleged wrongful acts or omissions constituting neglect or breach of duty.

Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation Law, or the DGCL, authorizes a corporation to indemnify its directors Our amended and officers against liabilities arising out of actions, suits and proceedings to which they are made or threatened to be made a party by reason of the fact that they have served or are currently serving as a director or officer to a corporation. The indemnity may cover expenses (including attorneys’ fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by the director or officer in connection with any such action, suit or proceeding. Section 145 permits corporations to pay expenses (including attorneys’ fees) incurred by directors and officers in advance of the final disposition of such action, suit or proceeding. In addition, Section 145 provides that a corporation has the power to purchase and maintain insurance on behalf of its directors and officers against any liability asserted against them and incurred by them in their capacity as a director or officer, or arising out of their status as such, whether or not the corporation would have the power to indemnify the director or officer against such liability under Section 145. We have adopted provisions in our restated certificate of incorporation and bylaws that limit or eliminate the personal liability of our directors provides that, to the fullest extent permitted by the Delaware General Corporate Law (“DGCL, ”) as it now exists or may in the future hereafter be amended. Consequently, a director none of our directors will not be personally liable to us or our stockholders for monetary damages or for breach of fiduciary duty as a director. Under the DGCL as it now reads, except such limitation of liability is not permitted: ● for liability for: • any breach of the director’s duty of loyalty to us or our stockholders; • any act ● for acts or omission omissions not in good faith or that involves involve intentional misconduct or a knowing violation of law; • any ● for payments of unlawful payments related to dividends or unlawful stock purchases, purchases or redemptions or other distributionsunder Section 174 of the DGCL; or • ● for any transaction from which the director derived an improper personal benefit. These limitations of liability do not alter director liability under the federal securities laws and do not affect provisions will have no effect on the availability of equitable remedies such as an injunction or rescissionrescission based on a director’s breach of his or her duty of care. In additionOur amended and restated certificate of incorporation and our amended and restated bylaws include provisions that require us to indemnify and advance expenses, our bylaws provide that: • we will indemnify our directors, officers and, in the discretion of our board of directors, certain employees to the fullest extent permitted by allowable under the DGCL, DGCL as it now exists or may in the future hereafter be amended; , to our directors or officers for actions taken as a director or officer of us, or for serving at our request as a director or officer at another corporation or enterprise, as the case may be. Section 145 of the DGCL provides that a corporation may indemnify directors and • we will advance reasonable officers, as well as other employees and individuals, against expenses, including attorneys’ fees, to our directors andjudgments, fines and amounts paid in the discretion of our board of directorssettlement, to our officers and certain employees, that are incurred in connection with legal proceedings relating various actions, suits or proceedings, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, known as a derivative action, if they acted in good faith and in a manner they reasonably believed to their service for be in or on behalf not opposed to the best interests of usthe corporation, subject to limited exceptions. We have entered into indemnification agreements with each of our directors and executive officers. These agreements provide that we will indemnify each of our directors, certain of our executive officers and, at timeswith respect to any criminal action or proceeding, if they had no reasonable cause to believe their affiliates conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to the fullest extent permitted by Delaware law. We will advance expenses, including attorneys’ fees (but excluding judgmentsfees, fines and settlement amounts), to each indemnified director or executive officer incurred in connection with the defense or settlement of such actions, and the statute requires court approval before there can be any indemnification if the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s bylaws, disinterested director vote, stockholder vote, agreement or otherwise. Our amended and restated bylaws require us to indemnify any person who was or is a party or is threatened to be made a party to, or was otherwise involved in, a legal proceeding in which indemnification by reason of the fact that he or she is available and we will indemnify or was a director or officer of the Company or is or was serving at our directors and officers for any action or proceeding arising out of that person’s services request as a director or officer brought on behalf of us another corporation or enterprise, as the case may be, to the fullest extent authorized by the DGCL as it now exists or may hereafter be amended, against all expense, liability and loss (including attorneys’ fees, judgments, fines, Employee Retirement Income Security Act excise taxes or penalties and amounts paid in furtherance settlement) reasonably incurred or suffered by such director or officer in connection with such service. The right to indemnification in our amended and restated bylaws includes the right to be paid by the Company the expenses incurred in defending any proceeding for which indemnification may be sought in advance of the final disposition of such proceeding, subject to certain limitations. We carry directors’ and officers’ insurance protecting us, any director, officer, employee or agent of ours or who was serving at the request of the Company as a director, officer, employee or agent of another corporation or enterprise, as the case may be, against any expense, liability or loss, whether or not we would have the power to indemnify the person under the DGCL. The limitation of liability and indemnification and advancement provisions in our rights. Additionally, certain amended and restated certificate of incorporation and our amended and restated bylaws may discourage stockholders from bringing a lawsuit against our directors or officers for breach of fiduciary duty. These provisions also may have certain rights to indemnification, advancement reduce the likelihood of expenses or insurance provided by their affiliates or other third parties, which indemnification relates to and might apply to the same proceedings arising out of such director’s or officer’s services as a director referenced herein. Nonetheless, we have agreed in the indemnification agreements that our obligations to those same directors or officers are primary and any obligation of such affiliates or other third parties to advance expenses or to provide indemnification for the expenses or liabilities incurred by those directors are secondary. We also maintain general liability insurance which covers certain liabilities of derivative litigation against our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers, including liabilities even though such an action, if successful, might otherwise benefit us and our stockholders. In addition, your investment in our common stock may be adversely affected to the extent we pay the costs of settlement and damage awards under the Securities Act of 1933, as amended, or the Securities Actthese indemnification provisions.

Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation LawLaw of the State of Delaware (the “DGCL”) authorizes a corporation’s board of directors to grant, or and authorizes a court to award, indemnity to officers, directors and other corporate agents under certain circumstances. As permitted by Section 102(b)(7) of the DGCL, authorizes a corporation to indemnify its directors the Registrant’s amended and officers against liabilities arising out restated certificate of actions, suits and proceedings to which they are made or threatened to be made a party by reason of incorporation contains provisions that limit the fact that they have served or are currently serving as a director or officer to a corporation. The indemnity may cover expenses (including attorneys’ fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by the director or officer in connection with any such action, suit or proceeding. Section 145 permits corporations to pay expenses (including attorneys’ fees) incurred by directors and officers in advance of the final disposition of such action, suit or proceeding. In addition, Section 145 provides that a corporation has the power to purchase and maintain insurance on behalf liability of its directors and officers against any liability asserted against them and incurred by them in their capacity as a director or officer, or arising out of their status as such, whether or not the corporation would have the power to indemnify the director or officer against such liability under Section 145. We have adopted provisions in our certificate of incorporation and bylaws that limit or eliminate the personal liability of our directors for monetary damages to the fullest extent permitted by the DGCL, as it now exists or may in the future be amendedDelaware law. Consequently, a director the Registrant’s directors will not be personally liable to us the Registrant or our its stockholders for monetary damages or for any breach of fiduciary duty duties as a directordirectors, except liability for liability forthe following: • any breach of the director’s duty of loyalty to us the Registrant or our to its stockholders; • any act acts or omission omissions not in good faith or that involves involve intentional misconduct or a knowing violation of law; • any unlawful payments related to payment of dividends or unlawful stock purchases, redemptions repurchases or other distributionsredemptions; or and • any transaction from which the director derived an improper personal benefit. These limitations The Registrant’s certificate of liability do not alter director liability under the federal securities laws and do not affect the availability of equitable remedies such as an injunction or rescission. In addition, our bylaws provide that: • we will incorporation provides that it may indemnify our directors, officers and, in the discretion of our board of directors, certain employees to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the DGCLfact that he, his testator or intestate is or was a director, officer, employee or agent of the Registrant or any predecessor of the Registrant, or serves or served at any other enterprise as it now exists a director, officer, employee or may in agent at the future request of the Registrant or any predecessor to the Registrant. If Delaware law is amended to authorize corporate action further eliminating or limiting the personal liability of a director, then the liability of the Registrant’s directors will be amended; and • we will advance reasonable expenses, including attorneys’ fees, to our directors and, in the discretion of our board of directors, to our officers and certain employees, in connection with legal proceedings relating to their service for eliminated or on behalf of us, subject to limited exceptions. We have entered into indemnification agreements with each of our directors and executive officers. These agreements provide that we will indemnify each of our directors, certain of our executive officers and, at times, their affiliates to the fullest extent permitted by Delaware law, as so amended. We will advance expensesThe Registrant’s amended and restated certificate of incorporation does not eliminate a director’s duty of care and, in appropriate circumstances, equitable remedies, such as injunctive or other forms of non-monetary relief, remain available under Delaware law. This provision also does not affect a director’s responsibilities under any other laws, such as the federal securities laws or other state or federal laws. The Registrant’s amended and restated bylaws provide that the Registrant shall indemnify and hold harmless, to the fullest extent permitted by the DGCL as it presently exists or may hereafter be amended, any director or officer of the Registrant who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director, officer, employee or agent of the Registrant or is or was serving at the request of the Registrant as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including attorneys’ fees (but excluding judgmentsservice with respect to employee benefit plans, fines against all liability and settlement amounts), to each indemnified director or executive officer loss suffered and expenses reasonably incurred by such person in connection with any proceeding in which such action, suit or proceeding. Further, the Registrant has entered into indemnification is available agreements with each of its current directors and we will indemnify our officers. These agreements provide for the indemnification of the Registrant’s directors and officers for all reasonable expenses and liabilities incurred in connection with any action or proceeding arising out brought against them by reason of the fact that personthey are or were the Registrant’s services as a director or officer brought on behalf of us or in furtherance of our rightsagents. Additionally, certain of our directors or officers may have certain rights to indemnification, advancement of expenses or insurance provided by their affiliates or other third parties, which indemnification relates to The Registrant also maintains directors’ and might apply to the same proceedings arising out of such director’s or officer’s services as a director referenced herein. Nonetheless, we have agreed in the indemnification agreements that our obligations to those same directors or officers are primary and any obligation of such affiliates or other third parties to advance expenses or to provide indemnification for the expenses or liabilities incurred by those directors are secondary. We also maintain general officers’ liability insurance which covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers, including liabilities under the Securities Act of 1933, as amended, or the Securities Actinsurance.

Indemnification of Directors and Officers. Section 145 The Company’s bylaws provide that it will indemnify any of its directors, officers, other employees or agents against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such director, officer, other employee or agent in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, relating to service for or at the request of the Delaware General Corporation LawCompany. The Company will not indemnify a director, officer, other employee or agent if in relation to matters such director, officer, other employee or agent is adjudged in the DGCLaction, authorizes suit or proceeding to not have acted in good faith and in a corporation to indemnify its directors and officers against liabilities arising out of actions, suits and proceedings to which they are made or threatened manner reasonably believed to be made a party by reason in or not opposed to the best interests of the fact that they have served or are currently serving as a director or officer to a corporationCompany in the performance of the individual’s duties. The indemnity may cover Company’s bylaws also provide that it will advance expenses (including attorneys’ fees) incurred by an officer or director defending an action, suit or proceeding, upon receipt of an undertaking by or on behalf of such officer or director to repay such amount if that officer of director is determined to not be entitled to indemnification. Such expenses incurred by other employees and agents may be paid in advance by the Company upon certain terms and conditions deemed appropriate by the board of directors of the Company. The Company’s articles of incorporation provide that no director will be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except that the director’s liability will not be eliminated or limited: (A) for acts or omissions involving intentional misconduct, fraud or a knowing violation of the law; or (B) for the payment of any distribution in violation of Nevada law. Nevada law permits a Nevada corporation, such as the Company, to indemnify its directors and officers in certain circumstances. Specifically, Section 78.7502 of the Nevada Revised Statutes provides as follows: (1) A corporation may indemnify pursuant to this subsection any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the director or officer person in connection with the action, suit or proceeding if the person: (a) is not liable pursuant to Nevada Revised Statutes 78.138; or (b) acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the 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 the person is liable pursuant to Nevada Revised Statutes 78.138 or did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, or that, with respect to any criminal action or proceeding, he or she had reasonable cause to believe that the conduct was unlawful. (2) A corporation may indemnify pursuant to this subsection any person who was or is 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 corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation 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 attorneys’ fees actually and reasonably incurred by the person in connection with the defense or settlement of the action or suit if the person: (a) is not liable pursuant to Nevada Revised Statutes 78.138; or (b) acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification pursuant to this section may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of any appeals taken therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. (3) Any discretionary indemnification pursuant to this section, unless ordered by a court or advanced pursuant to subsection 2 of Nevada Revised Statutes 78.751, may be made by the corporation only as authorized in each specific case upon a determination that the indemnification of a director, officer, employee or agent of a corporation is proper under the circumstances. The determination must be made by: (a) The stockholders; (b) The board of directors, by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding. Section 145 permits corporations ; or (c) Independent legal counsel, in a written opinion, if: (1) A majority vote of a quorum consisting of directors who were not parties to pay expenses (including attorneys’ fees) incurred by directors and officers in advance of the final disposition of such action, suit or proceeding. In addition, Section 145 provides that a corporation has the power to purchase and maintain insurance on behalf proceeding so orders; or (2) A quorum consisting of its directors and officers against any liability asserted against them and incurred by them in their capacity as a director or officer, or arising out of their status as such, whether or who were not the corporation would have the power to indemnify the director or officer against such liability under Section 145. We have adopted provisions in our certificate of incorporation and bylaws that limit or eliminate the personal liability of our directors parties to the fullest extent permitted by the DGCLaction, as it now exists suit or may in the future be amended. Consequently, a director will proceeding cannot be personally liable to us or our stockholders for monetary damages or breach of fiduciary duty as a director, except for liability for: • any breach of the director’s duty of loyalty to us or our stockholders; • any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; • any unlawful payments related to dividends or unlawful stock purchases, redemptions or other distributions; or • any transaction from which the director derived an improper personal benefit. These limitations of liability do not alter director liability under the federal securities laws and do not affect the availability of equitable remedies such as an injunction or rescission. In addition, our bylaws provide that: • we will indemnify our directors, officers and, in the discretion of our board of directors, certain employees to the fullest extent permitted by the DGCL, as it now exists or may in the future be amended; and • we will advance reasonable expenses, including attorneys’ fees, to our directors and, in the discretion of our board of directors, to our officers and certain employees, in connection with legal proceedings relating to their service for or on behalf of us, subject to limited exceptions. We have entered into indemnification agreements with each of our directors and executive officers. These agreements provide that we will indemnify each of our directors, certain of our executive officers and, at times, their affiliates to the fullest extent permitted by Delaware law. We will advance expenses, including attorneys’ fees (but excluding judgments, fines and settlement amounts), to each indemnified director or executive officer in connection with any proceeding in which indemnification is available and we will indemnify our directors and officers for any action or proceeding arising out of that person’s services as a director or officer brought on behalf of us or in furtherance of our rights. Additionally, certain of our directors or officers may have certain rights to indemnification, advancement of expenses or insurance provided by their affiliates or other third parties, which indemnification relates to and might apply to the same proceedings arising out of such director’s or officer’s services as a director referenced herein. Nonetheless, we have agreed in the indemnification agreements that our obligations to those same directors or officers are primary and any obligation of such affiliates or other third parties to advance expenses or to provide indemnification for the expenses or liabilities incurred by those directors are secondary. We also maintain general liability insurance which covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers, including liabilities under the Securities Act of 1933, as amended, or the Securities Actobtained.”

Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation LawLaw of the State of Delaware (the “DGCL”) authorizes a corporation’s board of directors to grant, or and authorizes a court to award, indemnity to officers, directors and other corporate agents under certain circumstances. As permitted by Section 102(b)(7) of the DGCL, authorizes a corporation to indemnify its directors the Company’s amended and officers against liabilities arising out restated certificate of actions, suits and proceedings to which they are made or threatened to be made a party by reason of incorporation contains provisions that limit the fact that they have served or are currently serving as a director or officer to a corporation. The indemnity may cover expenses (including attorneys’ fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by the director or officer in connection with any such action, suit or proceeding. Section 145 permits corporations to pay expenses (including attorneys’ fees) incurred by directors and officers in advance of the final disposition of such action, suit or proceeding. In addition, Section 145 provides that a corporation has the power to purchase and maintain insurance on behalf liability of its directors and officers against any liability asserted against them and incurred by them in their capacity as a director or officer, or arising out of their status as such, whether or not the corporation would have the power to indemnify the director or officer against such liability under Section 145. We have adopted provisions in our certificate of incorporation and bylaws that limit or eliminate the personal liability of our directors for monetary damages to the fullest extent permitted by the DGCL, as it now exists or may in the future be amendedDelaware law. Consequently, a director the Company’s directors will not be personally liable to us the Company or our its stockholders for monetary damages or for any breach of fiduciary duty duties as a directordirectors, except liability for liability forthe following: • · any breach of the director’s duty of loyalty to us or to our stockholders; • any act · acts or omission omissions not in good faith or that involves involve intentional misconduct or a knowing violation of law; • any · unlawful payments related to payment of dividends or unlawful stock purchases, redemptions repurchases or other distributionsredemptions; or • and · any transaction from which the director derived an improper personal benefit. These limitations Our certificate of incorporation provides that we may indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director, officer, employee or agent of the Company or any predecessor of the Company, or serves or served at any other enterprise as a director, officer, employee or agent at the request of the Company or any predecessor to the Company. If Delaware law is amended to authorize corporate action further eliminating or limiting the personal liability do of a director, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law, as so amended. Our amended and restated certificate of incorporation does not alter director liability eliminate a director’s duty of care and, in appropriate circumstances, equitable remedies, such as injunctive or other forms of non-monetary relief, remain available under Delaware law. This provision also does not affect a director’s responsibilities under any other laws, such as the federal securities laws or other state or federal laws. Our amended and do not affect the availability of equitable remedies such as an injunction or rescission. In addition, our rested bylaws provide that: • we will that the Company shall indemnify our directorsand hold harmless, officers and, in the discretion of our board of directors, certain employees to the fullest extent permitted by the DGCL, DGCL as it now presently exists or may in the future hereafter be amended; and • we will advance reasonable expenses, any director or officer of the Company who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including attorneys’ feesservice with respect to employee benefit plans, to our directors and, in the discretion of our board of directors, to our officers against all liability and certain employees, loss suffered and expenses reasonably incurred by such person in connection with legal proceedings relating any such Proceeding. Under our amended and restated bylaws, we are empowered to their service for or enter into indemnification agreements with our directors, officers, employees and other agents and to purchase insurance on behalf of usany person whom we are required or permitted to indemnify. In addition to the indemnification required in our amended and restated certificate of incorporation and amended and restated bylaws, subject to limited exceptions. We we have entered into indemnification agreements with each of our current directors and executive officers. These agreements provide that we will indemnify each for the indemnification of our directors, certain of our executive officers and, at times, their affiliates to the fullest extent permitted by Delaware law. We will advance expenses, including attorneys’ fees (but excluding judgments, fines and settlement amounts), to each indemnified director or executive officer in connection with any proceeding in which indemnification is available and we will indemnify our directors and officers for all reasonable expenses and liabilities incurred in connection with any action or proceeding arising out brought against them by reason of the fact that person’s services as a director they are or officer brought on behalf of us or in furtherance of were our rightsagents. Additionally, certain of our directors or officers may have certain rights to indemnification, advancement of expenses or insurance provided by their affiliates or other third parties, which indemnification relates to We believe that these bylaw provisions and might apply to the same proceedings arising out of such director’s or officer’s services as a director referenced herein. Nonetheless, we have agreed in the indemnification agreements that our obligations are necessary to those same attract and retain qualified persons as directors or officers are primary and any obligation of such affiliates or other third parties to advance expenses or to provide indemnification for the expenses or liabilities incurred by those directors are secondaryofficers. We also maintain general directors’ and officers’ liability insurance which covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers, including liabilities under the Securities Act of 1933, as amended, or the Securities Actinsurance.

Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation LawLaw of the State of Delaware provides that a Delaware corporation has the power, or the DGCLunder specified circumstances, authorizes a corporation to indemnify its directors directors, officers, employees and officers agents, against liabilities arising out of actions, suits and proceedings to which they are made or threatened to be made a party by reason of the fact that they have served or are currently serving as a director or officer to a corporation. The indemnity may cover expenses (including attorneys’ fees) judgments, fines and amounts paid incurred in settlement actually and reasonably incurred by the director or officer in connection with any such action, suit or proceeding. Section 145 permits corporations to pay expenses (including attorneys’ fees) incurred by The Certificate of Incorporation and the By-laws of the Company provide for indemnification of directors and officers in advance of the final disposition of such action, suit or proceeding. In addition, Section 145 provides that a corporation has the power to purchase and maintain insurance on behalf of its directors and officers against any liability asserted against them and incurred by them in their capacity as a director or officer, or arising out of their status as such, whether or not the corporation would have the power to indemnify the director or officer against such liability under Section 145. We have adopted provisions in our certificate of incorporation and bylaws that limit or eliminate the personal liability of our directors to the fullest extent permitted by the DGCL, as it now exists or General Corporation Law of the State of Delaware. The General Corporation Law of the State of Delaware provides that a certificate of incorporation may in contain a provision eliminating the future be amended. Consequently, personal liability of a director will not be personally liable to us the corporation or our its stockholders for monetary damages or for breach of fiduciary duty as a director, except director provided that such provision shall not eliminate or limit the liability of a director (i) for liability for: • any breach of the director’s 's duty of loyalty to us the corporation or our its stockholders; • any act , (ii) for acts or omission omissions not in good faith or that involves which involve intentional misconduct or a knowing violation of law; • any unlawful payments related , (iii) under Section 174 (relating to liability for unauthorized acquisitions or redemptions of, or dividends on, capital stock) of the General Corporation Law of the State of Delaware, or unlawful stock purchases, redemptions or other distributions; or • (iv) for any transaction from which the director derived an improper personal benefit. These limitations The Company's Certificate of liability do not alter director liability under Incorporation contains such a provision. INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, AS AMENDED, MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, IT IS THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION THAT SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE. PART F/S FINANCIAL STATEMENTS. Attached are audited financial statements for the federal securities laws Company for the period ended June 10, 1998. The following financial statements are attached to this report and do not affect filed as a part thereof. 1) Table of Contents - Financial Statements 2) Independent Auditors' Report 3) Balance Sheet as of June 10, 1998 4) Notes to Balance Sheet as of June 10, 1998 INDEX TO FINANCIAL STATEMENTS SUNDERLAND ACQUISITION CORPORATION (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS Independent Auditors' Report F-1 Balance Sheet as of June 10, 1998 F-2 INDEPENDENT AUDITORS' REPORT To the availability Board of equitable remedies such Directors of Sunderland Acquisition Corporation (A Development Stage Company) We have audited the accompanying balance sheet of Sunderland Acquisition Corporation (a development stage company) as of June 10, 1998. This financial statement is the responsibility of the Company's management. Our responsibility is to express an injunction or rescissionopinion on this financial statement based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the balance sheet is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the balance sheet. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall balance sheet presentation. We believe that our audit provides a reasonable basis for our opinion. In additionour opinion, our bylaws provide that: • we will indemnify our directorsthe balance sheet referred to above presents fairly in all material respects, officers andthe financial position of Sunderland Acquisition Corporation (a development state company) as of June 10, 1998, in conformity with generally accepted accounting principles. XXXXXXXX & COMPANY, P.A. Boca Raton, Florida June 12, 1998 SUNDERLAND ACQUISITION CORPORATION (A DEVELOPMENT STAGE COMPANY) BALANCE SHEET AS OF JUNE 10, 1998 ---------------------------------- ASSETS ------ Cash $ 500 Organization cost 75 ----- TOTAL ASSETS $ 575 ------------ ----- ----- LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ LIABILITIES $ -- ----- STOCKHOLDERS' EQUITY Preferred Stock, $.0001 par value, 20 million shares authorized, zero issued and outstanding -- Common Stock, $.0001 par value, 100 million shares authorized 5,000,000 issued and outstanding 500 Capital in excess of par 75 ----- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 575 ------------------------------------------ ----- ----- See accompanying notes to balance sheet. SUNDERLAND ACQUISITION CORPORATION (A DEVELOPMENT STAGE COMPANY) BALANCE SHEET AS OF JUNE 10,1998 ---------------------------------- NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. ORGANIZATION AND BUSINESS OPERATIONS Sunderland Acquisition Corporation (a development stage company)(the "Company") was incorporated in Delaware on June 2, 1998 to serve as a vehicle to effect a merger, exchange of capital stock, asset acquisition or other business combination with a domestic of foreign private business. At June 10, 1998, the discretion of our board of directorsCompany had not yet commenced any formal business operations, certain employees and all activity to date relates to the fullest extent permitted by the DGCL, as it now exists or may in the future be amended; Company's formation and • we will advance reasonable expenses, including attorneys’ fees, to our directors and, in the discretion of our board of directors, to our officers and certain employees, in connection with legal proceedings relating to their service for or on behalf of us, subject to limited exceptionsproposed fund raising. We have entered into indemnification agreements with each of our directors and executive officers. These agreements provide that we will indemnify each of our directors, certain of our executive officers and, at times, their affiliates to the fullest extent permitted by Delaware law. We will advance expenses, including attorneys’ fees (but excluding judgments, fines and settlement amounts), to each indemnified director or executive officer in connection with any proceeding in which indemnification The Company's fiscal year end is available and we will indemnify our directors and officers for any action or proceeding arising out of that person’s services as a director or officer brought on behalf of us or in furtherance of our rights. Additionally, certain of our directors or officers may have certain rights to indemnification, advancement of expenses or insurance provided by their affiliates or other third parties, which indemnification relates to and might apply to the same proceedings arising out of such director’s or officer’s services as a director referenced herein. Nonetheless, we have agreed in the indemnification agreements that our obligations to those same directors or officers are primary and any obligation of such affiliates or other third parties to advance expenses or to provide indemnification for the expenses or liabilities incurred by those directors are secondary. We also maintain general liability insurance which covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers, including liabilities under the Securities Act of 1933, as amended, or the Securities ActDecember 31.

Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation LawLaw of the State of Delaware (the “DGCL”) authorizes a corporation’s board of directors to grant, or and authorizes a court to award, indemnity to officers, directors and other corporate agents under certain circumstances. As permitted by Section 102(b)(7) of the DGCL, authorizes a corporation to indemnify its directors the Company’s amended and officers against liabilities arising out restated certificate of actions, suits and proceedings to which they are made or threatened to be made a party by reason of incorporation contains provisions that limit the fact that they have served or are currently serving as a director or officer to a corporation. The indemnity may cover expenses (including attorneys’ fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by the director or officer in connection with any such action, suit or proceeding. Section 145 permits corporations to pay expenses (including attorneys’ fees) incurred by directors and officers in advance of the final disposition of such action, suit or proceeding. In addition, Section 145 provides that a corporation has the power to purchase and maintain insurance on behalf liability of its directors and officers against any liability asserted against them and incurred by them in their capacity as a director or officer, or arising out of their status as such, whether or not the corporation would have the power to indemnify the director or officer against such liability under Section 145. We have adopted provisions in our certificate of incorporation and bylaws that limit or eliminate the personal liability of our directors for monetary damages to the fullest extent permitted by the DGCL, as it now exists or may in the future be amendedDelaware law. Consequently, a director the Company’s directors will not be personally liable to us the Company or our its stockholders for monetary damages or for any breach of fiduciary duty duties as a directordirectors, except liability for liability forthe following: • any breach of the director’s duty of loyalty to us or to our stockholders; • any act acts or omission omissions not in good faith or that involves involve intentional misconduct or a knowing violation of law; • any unlawful payments related to payment of dividends or unlawful stock purchases, redemptions repurchases or other distributionsredemptions; or and • any transaction from which the director derived an improper personal benefit. These limitations Our certificate of incorporation provides that wemay indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director, officer, employee or agent of the Company or any predecessor of the Company, or serves or served at any other enterprise as a director, officer, employee or agent at the request of the Company or any predecessor to the Company. If Delaware law is amended to authorize corporate action further eliminating or limiting the personal liability do of a director, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law, as so amended. Our amended and restated certificate of incorporation does not alter director liability eliminate a director’s duty of care and, in appropriate circumstances, equitable remedies, such as injunctive or other forms of non-monetary relief, remain available under Delaware law. This provision also does not affect a director’s responsibilities under any other laws, such as the federal securities laws or other state or federal laws. Our amended and do not affect the availability of equitable remedies such as an injunction or rescission. In addition, our rested bylaws provide that: • we will that the Company shall indemnify our directorsand hold harmless, officers and, in the discretion of our board of directors, certain employees to the fullest extent permitted by the DGCL, DGCL as it now presently exists or may in the future hereafter be amended; and • we will advance reasonable expenses, any director or officer of the Company who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including attorneys’ feesservice with respect to employee benefit plans, to our directors and, in the discretion of our board of directors, to our officers against all liability and certain employees, loss suffered and expenses reasonably incurred by such person in connection with legal proceedings relating any such Proceeding. Under our amended and restated bylaws, we are empowered to their service for or enter into indemnification agreements with our directors, officers, employees and other agents and to purchase insurance on behalf of usany person whom we are required or permitted to indemnify. In addition to the indemnification required in our amended and restated certificate of incorporation and amended and restated bylaws, subject to limited exceptions. We we have entered into indemnification agreements with each of our current directors and executive officers. These agreements provide that we will indemnify each for the indemnification of our directors, certain of our executive officers and, at times, their affiliates to the fullest extent permitted by Delaware law. We will advance expenses, including attorneys’ fees (but excluding judgments, fines and settlement amounts), to each indemnified director or executive officer in connection with any proceeding in which indemnification is available and we will indemnify our directors and officers for all reasonable expenses and liabilities incurred in connection with any action or proceeding arising out brought against them by reason of the fact that person’s services as a director they are or officer brought on behalf of us or in furtherance of were our rightsagents. Additionally, certain of our directors or officers may have certain rights to indemnification, advancement of expenses or insurance provided by their affiliates or other third parties, which indemnification relates to We believe that these bylaw provisions and might apply to the same proceedings arising out of such director’s or officer’s services as a director referenced herein. Nonetheless, we have agreed in the indemnification agreements that our obligations are necessary to those same attract and retain qualified persons as directors or officers are primary and any obligation of such affiliates or other third parties to advance expenses or to provide indemnification for the expenses or liabilities incurred by those directors are secondaryofficers. We also maintain general directors’ and officers’ liability insurance which covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers, including liabilities under the Securities Act of 1933, as amended, or the Securities Actinsurance.