Blueprint





 







Form of Indemnification Agreement

 



Exhibit 10.5

 


	


Indemnification of Directors and Officers








 


NRS
78.502 of Chapter 78 of the Nevada Private Corporations Law
authorizes a court to award, or a corporation’s board of
directors to grant, indemnity to directors and officers under
certain circumstances and subject to certain limitations. The terms
of NRS 78.502 of Chapter 78 of the Nevada Private Corporations Law
are sufficiently broad to permit indemnification under certain
circumstances for liabilities, including reimbursement of expenses
incurred, arising under the Securities Act of 1933, as amended (the
Securities Act).



 


As
permitted by the Nevada Private Corporations, the
Registrant’s restated certificate of incorporation that will
be in effect at the closing of the offering contains provisions
that eliminate the personal liability of its directors for monetary
damages for any breach of fiduciary duties as a director, except
liability for the following:



 


	
 

	

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any breach of the director’s duty of loyalty to the
Registrant or its stockholders;








 


	
 

	

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acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law;








 


	
 

	

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Under NRS 78.300 of Nevada Private Corporation Law (regarding
unlawful dividends and stock purchases); or








 


	
 

	

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any transaction from which the director derived an improper
personal benefit.








 


As
permitted by the Nevada Private Corporation Law, the
Registrant’s restated bylaws that will be in effect at the
closing of our initial public offering, provide that:



 


	
 

	

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the Registrant is required to indemnify its directors and executive
officers to the fullest extent permitted by the Nevada Private
Corporation Law, subject to very limited exceptions;








 


	
 

	

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the Registrant may indemnify its other employees and agents as set
forth in the Nevada Private Corporation Law;








 


	
 

	

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the Registrant is required to advance expenses, as incurred, to its
directors and executive officers in connection with a legal
proceeding to the fullest extent permitted by the Nevada Private
Corporation Law, subject to very limited
exceptions; and








 


	
 

	

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the rights conferred in the bylaws are not exclusive.








 



 







 






 


The
Registrant has entered, and intends to continue to enter, into
separate indemnification agreements with its directors and
executive officers to provide these directors and executive
officers additional contractual assurances regarding the scope of
the indemnification set forth in the Registrant’s restated
certificate of incorporation and restated bylaws and to provide
additional procedural protections. At present, there is no pending
litigation or proceeding involving a director or executive officer
of the Registrant regarding which indemnification is sought. The
indemnification provisions in the Registrant’s restated
certificate of incorporation, restated bylaws and the
indemnification agreements entered into or to be entered into
between the Registrant and each of its directors and executive
officers may be sufficiently broad to permit indemnification of the
Registrant’s directors and executive officers for liabilities
arising under the Securities Act.