KBS International Holdings Inc: Exhibit 10.25 - Filed by newsfilecorp.com






Exhibit 10.25

BAY PEAK 1 OPPORTUNITY CORP. 

INDEMNIFICATION AGREEMENT 

This Indemnification Agreement (this “Agreement”)
is dated as of December 20, 2010, and is between Bay Peak 1 Opportunity Corp., a
Nevada corporation (the “Company”), and Cory Roberts
(“Indemnitee”). 

RECITALS 

A. Indemnitee’s service to the Company substantially benefits
the Company. 

B. Individuals are reluctant to serve as directors or officers
of corporations or in certain other capacities unless they are provided with
adequate protection through insurance or indemnification against the risks of
claims and actions against them arising out of such service. 

C. Indemnitee does not regard the protection currently provided
by applicable law, the Company’s governing documents, and any insurance as
adequate under the present circumstances, and Indemnitee may not be willing to
serve as a director or officer without additional protection. 

D. In order to induce Indemnitee to continue to provide
services to the Company, it is reasonable, prudent, and necessary for the
Company to contractually obligate itself to indemnify, and to advance expenses
on behalf of Indemnitee as permitted by applicable law. 

E. This Agreement is a supplement to and in furtherance of the
indemnification provided in the Company’s articles of incorporation, bylaws, and
any resolutions adopted pursuant thereto, and this Agreement shall not be deemed
a substitute therefor, nor shall this Agreement be deemed to limit, diminish, or
abrogate any rights of Indemnitee thereunder. 

The parties therefore agree as follows: 

1. Definitions. 

(a) A “Change in Control”
shall be deemed to occur upon the earliest to occur after the date of this
Agreement of any of the following events: 

(i) Corporate Transactions. The
effective date of the acquisition of the Company by another entity by means of
any transaction or series of related transactions to which the Company is party
(including, without limitation, any stock acquisition, reorganization, merger,
or consolidation, but excluding any sale of stock for capital raising purposes)
other than a transaction or series of related transactions in which the holders
of the voting securities of the Company outstanding immediately prior to ‘such
transaction or series of related transactions retain, immediately after such
transaction or series of related transactions, as a result of shares in the
Company held by such holders prior to such transaction or series of related
transactions, at least a majority of the total voting power represented by the
outstanding voting securities of the Company or such other surviving or
resulting entity (or if the Company or such other surviving or resulting entity
is a wholly-owned subsidiary immediately following such acquisition, its
parent); or 

(ii) Liquidation. The approval
by the stockholders of the Company of a complete liquidation of the Company or
an agreement for the sale or disposition by the Company of all or substantially
all of the Company’s assets. 




(b) “Corporate Status”
describes the status of a person who is or was a director, trustee, general
partner, managing member, officer, employee, agent, or fiduciary of the Company
or any other Enterprise. 

(c) “NRS” means the
Revised Statutes of the State of Nevada. 

(d) “Disinterested
Director” means a director of the Company who is not and was not a party
to the Proceeding in respect of which indemnification is sought by Indemnitee.


(e) “Enterprise” means
the Company and any other corporation, partnership, limited liability company,
joint venture, trust, employee benefit plan, or other enterprise of which
Indemnitee is or was serving at the request of the Company as a director,
trustee, general partner, managing member, officer, employee, agent, or
fiduciary. 

(f) “Expenses” include
all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees
and costs of experts, witness fees, travel expenses, duplicating costs, printing
and binding costs, telephone charges, postage, delivery service fees, and all
other disbursements or expenses of the types customarily incurred in connection
with prosecuting, defending, preparing to prosecute or defend, investigating,
being or preparing to be a witness in, or otherwise participating in, a
Proceeding. Expenses also include (i) Expenses incurred in connection with any
appeal resulting from any Proceeding, including without limitation the premium,
security for, and other costs relating to any cost bond, supersedes bond or
other appeal bond or their equivalent, and (ii) for purposes of Section 12(d),
Expenses incurred by Indemnitee in connection with the interpretation,
enforcement, or defense of Indemnitee’s rights under this Agreement or under any
directors’ and officers’ liability insurance policies maintained by the Company.
Expenses, however, shall not include amounts paid in settlement by Indemnitee or
the amount of judgments or fines against Indemnitee. 

(g) “Independent Counsel”
means a law firm, or a partner or member of a law firm, that is experienced in
matters of corporation law and neither presently is, nor in the past five years
has been, retained to represent (i) the Company or Indemnitee in any matter
material to either such party (other than as Independent Counsel with respect to
matters concerning Indemnitee under this Agreement, or other indemnitees under
similar indemnification agreements), or (ii) any other party to the Proceeding
giving rise to a claim for indemnification hereunder. Notwithstanding the
foregoing, the term “Independent Counsel” shall not include any person who,
under the applicable standards of professional conduct then prevailing, would
have a conflict of interest in representing either the Company or Indemnitee in
an action to determine Indemnitee’s rights under this Agreement. 

(h) “Proceeding” means
any threatened, pending, or completed action, suit, arbitration, mediation,
alternate .dispute resolution mechanism, investigation, inquiry, administrative
hearing, or proceeding, whether brought in the right of the Company or otherwise
and whether of a civil, criminal, administrative, or investigative nature,
including any appeal therefrom, in which Indemnitee was, is, or will be involved
as a party, a potential party, a non-party witness, or otherwise by reason of
(i) the fact that Indemnitee is or was a director or officer of the Company,
(ii) any action taken by Indemnitee or any action or inaction on Indemnitee’s
part while acting as a director or officer of the Company, or (iii) the fact
that he or she is or was serving at the request of the Company as a director,
trustee, general partner, managing member, officer, employee, agent, or
fiduciary of the Company or any other Enterprise, in each case whether or not
serving in such capacity at the time any liability or Expense is incurred for
which indemnification or advancement of expenses can be provided under this
Agreement. 

(i) Reference to “other
enterprises” shall include employee benefit plans; references to
“fines” shall include any excise taxes assessed on a person with
respect to any employee benefit plan; references to “serving at the
request of the Company” shall include any service as a director,
officer, employee, or agent of the Company which imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he or she
reasonably believed to be in the best interests of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner “not opposed to the best interests of the Company” as
referred to in this Agreement. 

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2. Indemnity in Third Party Proceedings. The Company
shall indemnify Indemnitee in accordance with the provisions of this Section 2
if Indemnitee is, or is threatened to be made, a party to or a participant in
any Proceeding, other than a Proceeding by or in the right of the Company to
procure a judgment in its favor. Pursuant to this Section 2, Indemnitee shall be
indemnified to the fullest extent permitted by applicable law against all
Expenses, judgments, fines, and amounts paid in settlement actually and
reasonably incurred by Indemnitee or on his or her behalf in connection with
such Proceeding or any claim, issue or matter therein, if Indemnitee acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the Company and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his or her conduct was
unlawful. 

3. Indemnity in Proceedings by or in the Right of the
Company. The Company shall indemnify Indemnitee in accordance with the
provisions of this Section 3 if Indemnitee is, or is threatened to be made, a
party to or a participant in any Proceeding by or in the right of the Company to
procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be
indemnified to the fullest extent permitted by applicable law against all
Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s
behalf in connection with such Proceeding or any claim, issue or matter therein,
if Indemnitee acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the Company. No indemnification
for Expenses shall be made under this Section 3 in respect of any claim, issue,
or matter as to which Indemnitee shall have been adjudged by a court of
competent jurisdiction to be liable to the Company, unless and only to the
extent that the Nevada Business Court or any court in which the Proceeding was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, Indemnitee is fairly
and reasonably entitled to indemnification for such expenses as the Nevada
Business Court or such other court shall deem proper. 

4. Indemnification for Expenses of a Party Who is Wholly or
Partly Successful. To the extent that Indemnitee is a party to or a
participant in and is successful (on the merits or otherwise) in defense of any
Proceeding or any claim, issue or matter therein, the Company shall indemnify
Indemnitee against all Expenses actually and reasonably incurred by Indemnitee
or on Indemnitee’s behalf in connection therewith. To the extent permitted by
applicable law, if Indemnitee is not wholly successful in such Proceeding but is
successful, on the merits or otherwise, in defense of one or more but less than
all claims, issues, or matters in such Proceeding, the Company shall indemnify
Indemnitee against all Expenses actually and reasonably incurred by Indemnitee
or on Indemnitee’s behalf in connection with (a) each successfully resolved
claim, issue, or matter and (b) any claim, issue, or matter related to any such
successfully resolved claim, issue, or matter. For purposes of this section, the
termination of any claim, issue, or matter in such a Proceeding by dismissal,
with or without prejudice, shall be deemed to be a successful result as to such
claim, issue, or matter. 

5. Indemnification for Expenses of a Witness. To the
extent that Indemnitee is, by reason of his or her Corporate Status, a witness
in any Proceeding to which Indemnitee is not a party, Indemnitee shall be
indemnified to the extent permitted by applicable law against all Expenses
actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in
connection therewith. 

6. Additional Indemnification. 

(a) Notwithstanding any limitation in
Sections 2, 3, or 4, the Company shall indemnify Indemnitee to the fullest
extent permitted by applicable law if Indemnitee is, or is threatened to be
made, a party to or a participant in any Proceeding (including a Proceeding by
or in the right of the Company to procure a judgment in its favor) against all
Expenses, judgments, fines, and amounts paid in settlement actually and reasonably
incurred by Indemnitee or on his or her behalf in connection with the Proceeding
or any claim, issue, or matter therein. 

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(b) For purposes of Section 6(a), the
meaning of the phrase “to the fullest extent permitted by applicable
law” shall include, but not be limited to: 

(i) the fullest extent permitted by
the provisions of the NRS that authorize or contemplate additional
indemnification by agreement, or the corresponding provision of any amendment to
or replacement of the NRS; and 

(ii) the fullest extent authorized or
permitted by any amendments to or replacements of the NRS adopted after the date
of this Agreement that increase the extent to which a corporation may indemnify
its officers and directors. 

7. Exclusions. Notwithstanding any provision in this
Agreement, the Company shall not be obligated under this Agreement to make any
indemnity in connection with any Proceeding (or any part of any Proceeding):


(a) for which payment has actually been
made to or on behalf of Indemnitee under any statute, insurance policy,
indemnity provision, vote, or otherwise, except with respect to any excess
beyond the amount paid; 

(b) for an accounting or disgorgement
of profits pursuant to Section 16(b) of the Securities Exchange Act of 1934, as
amended, or similar provisions of federal, state, or local statutory law or
common law, if Indemnitee is held liable therefor (including pursuant to any
settlement arrangements); 

(c) for any reimbursement of the
Company by Indemnitee of any bonus or other incentive-based or equity-based
compensation or of any profits realized by Indemnitee from the sale of
securities of the Company, as required in each case under the Securities
Exchange Act of 1934, as amended (including any such reimbursements that arise
from an accounting restatement of the Company pursuant to Section 304 of the
Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the
Company of profits arising from the purchase and sale by Indemnitee of
securities in violation of Section 306 of the Sarbanes-Oxley Act), if Indemnitee
is held liable therefor (including pursuant to any settlement arrangements);


(d) initiated by Indemnitee, including
any Proceeding (or any part of any Proceeding) initiated by Indemnitee against
the Company or its directors, officers, employees, agents, or other indemnitees,
unless (i) the Company’s board of directors authorized the Proceeding (or the
relevant part of the Proceeding) prior to its initiation, (ii) the Company
provides the indemnification, in its sole discretion, pursuant to the powers
vested in the Company under applicable law, (iii) otherwise authorized in
Section 12(d), or (iv) otherwise required by applicable law; or 

(e) if prohibited by applicable law.


8. Advances of Expenses. The Company shall advance the
Expenses incurred by Indemnitee in connection with any Proceeding, and such
advancement shall be made as soon as reasonably practicable, but in any event no
later than 60 days, after the receipt by the Company of a written statement or
statements requesting such advances from tune to time (which shall include
invoices received by Indemnitee in connection with such Expenses but, in the
case of invoices in connection with legal services, any references to legal work
performed or to expenditure made that would cause Indemnitee to waive any
privilege accorded by applicable law shall not be included with the invoice).
Advances shall be unsecured and interest free and made without regard to
Indemnitee’s ability to repay such advances. Indemnitee hereby undertakes to
repay any advance to the extent that it is ultimately determined that Indemnitee
is not entitled to be indemnified by the Company. This Section 8 shall
not apply to the extent advancement is prohibited by law and shall not apply to
any Proceeding for which indemnity is not permitted under this Agreement, but
shall apply to any Proceeding referenced in Section 7(b) or 7(c) prior to a
determination that Indemnitee is not entitled to be indemnified by the Company. 

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9. Procedures for Notification and Defense of Claim.


(a) Indemnitee shall notify the Company
in writing of any matter with respect to which Indemnitee intends to seek
indemnification or advancement of Expenses as soon as reasonably practicable
following the receipt by Indemnitee of notice thereof. The written notification
to the Company shall include, in reasonable detail, a description of the nature
of the Proceeding and the facts underlying the Proceeding. The failure by
Indemnitee to notify the Company will not relieve the Company from any liability
which it may have to Indemnitee hereunder or otherwise than under this
Agreement, and any delay in so notifying the Company shall not constitute a
waiver by Indemnitee of any rights. 

(b) If, at the time of the receipt of a
notice of a Proceeding pursuant to the terms hereof, the Company has directors’
and officers’ liability insurance in effect, the Company shall give prompt
notice of the commencement of the Proceeding to the insurers in accordance with
the procedures set forth in the applicable policies. The Company shall
thereafter take all commercially-reasonable action to cause such insurers to
pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding
in accordance with the terms of such policies. 

(c) In the event the Company may be
obligated to make any indemnity in connection with a Proceeding, the Company
shall be entitled to assume the defense of such Proceeding with counsel approved
by Indemnitee, which approval shall not be unreasonably withheld, upon the
delivery to Indemnitee of written notice of its election to do so. After
delivery of such notice, approval of such counsel by Indemnitee and the
retention of such counsel by the Company, the Company will not be liable to
Indemnitee for any fees or expenses of counsel subsequently incurred by
Indemnitee with respect to the same Proceeding. Notwithstanding the Company’s
assumption of the defense of any such Proceeding, the Company shall be obligated
to pay the fees and expenses of Indemnitee’s counsel to the extent (i) the
employment of counsel by Indemnitee is authorized by the Company, (ii) counsel
for the Company or Indemnitee shall have reasonably concluded that there is a
conflict of interest between the Company and Indemnitee in the conduct of any
such defense such that Indemnitee needs to be separately represented, (iii) the
fees and expenses are non-duplicative and reasonably incurred in connection with
Indemnitee’s role in the Proceeding despite the Company’s assumption of the
defense, (iv) the Company is not financially or legally able to perform its
indemnification obligations, or (v) the Company shall not have retained, or
shall not continue to retain, such counsel to defend such Proceeding. The
Company shall have the right to conduct such defense as it sees fit in its sole
discretion. Regardless of any provision in this Agreement, Indemnitee shall have
the right to employ counsel in any Proceeding at Indemnitee’s personal expense.
The Company shall not be entitled, without the consent of Indemnitee, to assume
the defense of any claim brought by or in the right of the Company. 

(d) Indemnitee shall give the Company
such information and cooperation in connection with the Proceeding as may be
reasonably appropriate. 

(e) The Company shall not be liable to
indemnify Indemnitee for any settlement of any Proceeding (or any part thereof)
without the Company’s prior written consent, which shall not be unreasonably
withheld. 

(f) The Company shall have the right to
settle any Proceeding (or any part thereof) without the consent of Indemnitee.


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10. Procedures upon Application for Indemnification.


(a) To obtain indemnification,
Indemnitee shall submit to the Company a written request, including therein or
therewith such documentation and information as is reasonably available to
Indemnitee and as is reasonably necessary to determine whether and to what
extent Indemnitee is entitled to indemnification following the final disposition
of the Proceeding. The Company shall, as soon as reasonably practicable after
receipt of such a request for indemnification, advise the board of directors
that Indemnitee has requested indemnification. Any delay in providing the
request will not relieve the Company from its obligations under this Agreement,
except to the extent such failure is prejudicial. 

(b) Upon written request by Indemnitee
for indemnification pursuant to Section 10(a), a determination, if required by
applicable law, with respect to Indemnitee’s entitlement thereto shall be made
in the specific case (i) if a Change in Control shall have occurred, by
Independent Counsel in a written opinion to the Company’s board of directors, a
copy of which shall be delivered to Indemnitee or (ii) if a Change in Control
shall not have occurred, (A) by a majority vote of the Disinterested Directors,
even though less than a quorum of the Company’s board of directors, (B) by a
committee of Disinterested Directors designated by a majority vote of the
Disinterested Directors, even though less than a quorum of the Company’s board
of directors, (C) if there are no such Disinterested Directors or, if such
Disinterested Directors so direct, by Independent Counsel in a written opinion
to the Company’s board of directors, a copy of which shall be delivered to
Indemnitee, or (D) if so directed by the Company’s board of directors, by the
stockholders of the Company. If it is so determined that Indemnitee is entitled
to indemnification, payment to Indemnitee shall be made within ten days after
such determination. Indemnitee shall cooperate with the person, persons, or
entity making the determination with respect to Indemnitee’s entitlement to
indemnification, including providing to such person, persons, or entity upon
reasonable advance request any documentation or information that is not
privileged or otherwise protected from disclosure and that is reasonably
available to Indemnitee and reasonably necessary to such determination. Any
costs or expenses (including attorneys’ fees and disbursements) reasonably
incurred by Indemnitee in so cooperating with the person, persons, or entity
making such determination shall be borne by the Company, to the extent permitted
by applicable law. 

(c) In the event the determination of
entitlement to indemnification is to be made by Independent Counsel pursuant to
Section 10(b), the Independent Counsel shall be selected as provided in this
Section 10(c). If a Change in Control shall not have occurred, the Independent
Counsel shall be selected by the Company’s board of directors, and the Company
shall give written notice to Indemnitee advising him or her of the identity of
the Independent Counsel so selected. If a Change in Control shall have occurred,
the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall
request that such selection be made by the Company’s board of directors, in
which event the preceding sentence shall apply), and Indemnitee shall give
written notice to the Company advising it of the identity of the Independent
Counsel so selected. In either event, Indemnitee or the Company, as the case may
be, may, within 10 days after such written notice of selection shall have been
given, deliver to the Company or to Indemnitee, as the case may be, a written
objection to such selection; provided, however, that such objection may be
asserted only on the ground that the Independent Counsel so selected does not
meet the requirements of “Independent Counsel” as defined in Section 1 of this
Agreement, and the objection shall set forth with particularity the factual
basis of such assertion. Absent a proper and timely objection, the person so
selected shall act as Independent Counsel. If such written objection is so made
and substantiated, the Independent Counsel so selected may not serve as
Independent Counsel unless and until such objection is withdrawn or a court has
determined that such objection is without merit. If, within 20 days after the
later of (i) submission by Indemnitee of a written request for indemnification
pursuant to Section 10(a) hereof and (ii) the final disposition of the
Proceeding, the parties have not agreed upon an Independent Counsel, either the
Company or Indemnitee may petition a court of competent jurisdiction for
resolution of any objection which shall have been made by the Company or
Indemnitee to the other’s selection of Independent Counsel and for the appointment as Independent Counsel of a
person selected by the court or by such other person as the court shall
designate, and the person with respect to whom all objections are so resolved or
the person so appointed shall act as Independent Counsel under Section 10(b)
hereof. Upon the due commencement of any judicial proceeding or arbitration
pursuant to Section 12(a) of this Agreement, the Independent Counsel shall be
discharged and relieved of any further responsibility in such capacity (subject
to the applicable standards of professional conduct then prevailing). 

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(d) The Company agrees to pay the
reasonable fees and expenses of any Independent Counsel and to fully indemnify
such counsel against any and all Expenses, claims, liabilities, and damages
arising out of or relating to this Agreement or its engagement pursuant hereto.


11. Presumptions and Effect of Certain Proceedings. 

(a) In making a determination with
respect to entitlement to indemnification hereunder, the person, persons, or
entity making such determination shall, to the fullest extent not prohibited by
law, presume that Indemnitee is entitled to indemnification under this Agreement
if Indemnitee has submitted a request for indemnification in accordance with
Section 10(a) of this Agreement, and the Company shall, to the fullest extent
not prohibited by law, have the burden of proof to overcome that presumption in
connection with the making by such person, persons, or entity of any
determination contrary to that presumption. 

(b) The termination of any Proceeding
or of any claim, issue or matter therein, by judgment, order, settlement, or
conviction, or upon a plea of nolo contendere or its equivalent, shall not
(except as otherwise expressly provided in this Agreement) of itself adversely
affect the right of Indemnitee to indemnification or create a presumption that
Indemnitee 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 Company or, with
respect to any criminal Proceeding, that Indemnitee had reasonable cause to
believe that his or her conduct was unlawful. 

(c) For purposes of any determination
of good faith, Indemnitee shall be deemed to have acted in good faith to the
extent Indemnitee relied in good faith on (i) the records or books of account of
the Enterprise, including financial statements, (ii) information supplied to
Indemnitee by the officers of the Enterprise in the course of their duties,
(iii) the advice of legal counsel for the Enterprise or its board of directors
or counsel selected by any committee of the board of directors, or (iv)
information or records given or reports made to the Enterprise by an independent
certified public accountant, an appraiser, investment banker, or other expert
selected with reasonable care by the Enterprise or its board of directors or any
committee of the board of directors. The provisions of this Section 11(c) shall
not be deemed to be exclusive or to limit in any way the other circumstances in
which Indemnitee may be deemed to have met the applicable standard of conduct
set forth in this Agreement. 

(d) Neither the knowledge, actions nor
failure to act of any other director, officer, agent or employee of the
Enterprise shall be imputed to Indemnitee for purposes of determining the right
to indemnification under this Agreement. 

12. Remedies of Indemnitee. 

(a) Subject to Section 12(e), in the
event that (i) a determination is made pursuant to Section 10 of this Agreement
that Indemnitee is not entitled to indemnification under this Agreement, (ii)
advancement of Expenses is not timely made pursuant to Section 8 or 12(d) of
this Agreement, (iii) no determination of entitlement to indemnification shall
have been made pursuant to Section 10 of this Agreement within 90 days after the
later of the receipt by the Company of the request for indemnification or the
final disposition of the Proceeding, (iv) payment of indemnification pursuant to
this Agreement is not made (A) within 10 days after a determination has been made that Indemnitee is entitled to indemnification,
or (B) with respect to indemnification pursuant to Sections 4, 5, and 12(d) of
this Agreement, within 30 days after receipt by the Company of a written request
therefor, or (v) the Company or any other person or entity takes or threatens to
take any action to declare this Agreement void or unenforceable, or institutes
any litigation or other action or proceeding designed to deny, or to recover
from, Indemnitee the benefits provided or intended to be provided to Indemnitee
hereunder, Indemnitee shall be entitled to an adjudication by a court of
competent jurisdiction of his or her entitlement to such indemnification or
advancement of Expenses. Indemnitee shall commence such proceeding seeking an
adjudication within 180 days following the date on which Indemnitee first has
the right to commence such proceeding pursuant to this Section 12(a); provided,
however, that the foregoing clause shall not apply in respect of a proceeding
brought by Indemnitee to enforce his or her rights under Section 4 of this
Agreement. The Company shall not oppose Indemnitee’s right to seek any such
adjudication in accordance with this Agreement. 

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(b) Neither (i) the failure of the
Company, its board of directors, any committee or subgroup of the board of
directors, Independent Counsel, or stockholders to have made a determination
that indemnification of Indemnitee is proper in the circumstances because
Indemnitee has met the applicable standard of conduct, nor (ii) an actual
determination by the Company, its board of directors, any committee or subgroup
of the board of directors, Independent Counsel, or stockholders that Indemnitee
has not met the applicable standard of conduct, shall be a defense to the action
or create a presumption that Indemnitee has or has not met the applicable
standard of conduct. In the event that a determination shall have been made
pursuant to Section 10 of this Agreement that Indemnitee is not entitled to
indemnification, any judicial proceeding commenced pursuant to this Section 12
shall be conducted in all respects as a de novo trial on the merits, and
Indemnitee shall not be prejudiced by reason of that adverse determination. In
any judicial proceeding commenced pursuant to this Section 12, the Company
shall, to the fullest extent not prohibited by law, have the burden of proving
Indemnitee is not entitled to indemnification or advancement of Expenses, as the
case may be. 

(c) To the fullest extent not
prohibited by law, the Company shall be precluded from asserting in any judicial
proceeding commenced pursuant to this Section 12 that the procedures and
presumptions of this Agreement are not valid, binding, and enforceable and shall
stipulate in any such court that the Company is bound by all the provisions of
this Agreement. If a determination shall have been made pursuant to Section 10
of this Agreement that Indemnitee is entitled to indemnification, the Company
shall be bound by such determination in any judicial proceeding commenced
pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a
material fact, or an omission of a material fact necessary to make Indemnitee’s
statements not materially misleading, in connection with the request for
indemnification, or (ii) a prohibition of such indemnification under applicable
law. 

(d) To the extent not prohibited by
law, the Company shall indemnify Indemnitee against all Expenses that are
incurred by Indemnitee in connection with any action for indemnification or
advancement of Expenses from the Company under this Agreement or under any
director& and officers’ liability insurance policies maintained by the
Company to the extent Indemnitee is successful in such action, and, if requested
by Indemnitee, shall (as soon as reasonably practicable, but in any event no
later than 60 days, after receipt by the Company of a written request therefor)
advance such Expenses to Indemnitee, subject to the provisions of Section 8.


(e) Notwithstanding anything in this
Agreement to the contrary, no determination as to entitlement to indemnification
shall be required to be made prior to the final disposition of the Proceeding.


13. Contribution. To the fullest extent permissible
under applicable law, if the indemnification provided for in this Agreement is
unavailable to Indemnitee, the Company, in lieu of indemnifying Indemnitee,
shall contribute to the amounts incurred by Indemnitee, whether for Expenses,
judgments, fines, or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such
Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events and transactions giving rise to such Proceeding; and (ii) the relative fault of Indemnitee and the Company (and its other
directors, officers, employees, and agents) in connection with such events and transactions.


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14. Non-exclusivity. The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law,
the Company’s articles of incorporation or bylaws, any agreement, a vote of stockholders, or a resolution of directors, or otherwise. To the extent that a change in Nevada law, whether by statute or judicial decision, permits greater
indemnification or advancement of Expenses than would be afforded currently under the Company’s articles of incorporation, bylaws, and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the
greater benefits so afforded by such change, subject to the restrictions expressly set forth herein or therein. Except as expressly set forth herein, no right or remedy herein conferred is intended to be exclusive of any other right or remedy, and
every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law, in equity, or otherwise. Except as expressly set forth herein, the assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy. 


15. No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has
otherwise actually received payment for such amounts under any insurance policy, contract, agreement, or otherwise. 


16. Insurance. To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, trustees, general partners, managing members, officers, employees, agents, or fiduciaries of the Company or
any other Enterprise, Indemnitee shall be covered by such policy or policies to the same extent as the most favorably-insured persons under such policy or policies in a comparable position. 


17. Subrogation. In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action
necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. 


18. Services to the Company. Indemnitee agrees to serve as a director or officer of the Company or, at the request of the Company, as a director, trustee, general partner, managing member, officer, employee, agent, or fiduciary of another
Enterprise, for so long as Indemnitee is duly elected or appointed or until Indemnitee tenders his or her resignation or is removed from such position. Indemnitee may at any time and for any reason resign from such position (subject to any other
contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract
between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that any employment with the Company (or any of its subsidiaries or any Enterprise) is at will, and Indemnitee may be discharged
at any time for any reason, with or without cause, with or without notice, except as may be otherwise expressly provided in any executed written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise),
any existing formal severance policies adopted by the Company’s board of directors or, with respect to service as a director or officer of the Company, the Company’s articles of incorporation, bylaws, or the NRS. No such document shall
be subject to any oral modification thereof. 


19. Duration. This Agreement shall continue until and terminate upon the later of (a) 10 years after the date that Indemnitee shall have ceased to serve as a director or officer of the Company or as a director, trustee, general partner,
managing member, officer, employee, agent, or fiduciary of any other Enterprise, as applicable; or (b) 1 year after the final
termination of any Proceeding, including any appeal, then pending in respect of
which Indemnitee is granted rights of indemnification or advancement of Expenses
hereunder and of any proceeding commenced by Indemnitee pursuant to Section 12
of this Agreement relating thereto. 


 9 






20. Successors. This Agreement shall be binding upon the
Company and its successors and assigns, including any direct or indirect
successor by purchase, merger, consolidation, or otherwise to all or
substantially all of the business or assets of the Company, and shall inure to
the benefit of Indemnitee and Indemnitee’s heirs, executors, and administrators.


21. Severability. Nothing in this Agreement is intended
to require or shall be construed as requiring the Company to do or fail to do
any act in violation of applicable law. The Company’s inability, pursuant to
court order or other applicable law, to perform its obligations under this
Agreement shall not constitute a breach of this Agreement. If any provision or
provisions of this Agreement shall be held to be invalid, illegal, or
unenforceable for any reason whatsoever: (i) the validity, legality, and
enforceability of the remaining provisions of this Agreement (including without
limitation, each portion of any section of this Agreement containing any such
provision held to be invalid, illegal, or unenforceable, that is not itself
invalid, illegal, or unenforceable) shall not in any way be affected or impaired
thereby and shall remain enforceable to the fullest extent permitted by law;
(ii) such provision or provisions shall be deemed reformed to the extent
necessary to conform to applicable law and to give the maximum effect to the
intent of the parties hereto; and (iii) to the fullest extent possible, the
provisions of this Agreement (including, without limitation, each portion of any
section of this Agreement containing any such provision held to be invalid,
illegal, or unenforceable, that is not itself invalid, illegal, or
unenforceable) shall be construed so as to give effect to the intent manifested
thereby. 

22. Enforcement. The Company expressly confirms and
agrees that it has entered into this Agreement and assumed the obligations
imposed on it hereby in order to induce Indemnitee to serve as a director or
officer of the Company, and the Company acknowledges that Indemnitee is relying
upon this Agreement in serving as a director or officer of the Company. 

23. Entire Agreement. This Agreement constitutes the
entire agreement between the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements and understandings, oral, written,
and implied, between the parties hereto with respect to the subject matter
hereof; provided, however, that this Agreement is a supplement to and in
furtherance of the Company’s articles of incorporation, bylaws, and applicable
law, and shall not be deemed a substitute therefor, nor to diminish or abrogate
any rights of Indemnitee thereunder. 

24. Modification and Waiver. No supplement,
modification, or amendment to this Agreement shall be binding unless executed in
writing by the parties hereto. No amendment, alteration, or repeal of this
Agreement shall adversely affect any right of Indemnitee under this Agreement in
respect of any action taken or omitted by such Indemnitee in his or her
Corporate Status prior to such amendment, alteration, or repeal. No waiver of
any of the provisions of this Agreement shall constitute or be deemed a waiver
of any other provision of this Agreement nor shall any waiver constitute a
continuing waiver. 

25. Notices. All notices and other communications
required or permitted hereunder shall be in writing and shall be mailed by
registered or certified mail, postage prepaid, sent by facsimile or electronic
mail or otherwise delivered by hand, messenger, or courier service addressed:


(a) if to Indemnitee, to Indemnitee’s
address, facsimile number, or electronic mail address as shown on the signature
page of this Agreement or in the Company’s records, as may be updated in
accordance with the provisions hereof; or 

(b) if to the Company, to the attention
of the Chief Executive Officer or Chief Financial Officer of the Company at 169
Bolsa Avenue, Mill Valley, CA 94941, or at such other current address as the
Company shall have furnished to Indemnitee. 

10 









Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given (i) if delivered by hand, messenger, or courier service, when delivered (or if sent via a nationally-recognized overnight
courier service, freight prepaid, specifying next-business-day delivery, one business day after deposit with the courier), or (ii) if sent via mail, at the earlier of its receipt or 5 days after the same has been deposited in a regularly-maintained
receptacle for the deposit of the U.S. mail, addressed and mailed as aforesaid, or (iii) if sent via facsimile, upon confirmation of facsimile transfer or, if sent via electronic mail, upon confirmation of delivery when directed to the relevant
electronic mail address, if sent during normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the recipient’s next business day. 


26. Applicable Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Nevada, without regard to its or any other
jurisdiction’s conflict of laws rules. The Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Nevada Business
Courts, and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Nevada Business Courts for purposes of any action or proceeding
arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Nevada Business Courts, and (iv) waive, and agree not to plead or to make, any claim that any such action
or proceeding brought in the Nevada Business Courts has been brought in an improper or inconvenient forum. 


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


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


(signature page follows) 


11 






The parties are signing this Indemnification Agreement as of
the date stated in the introductory sentence. 

	 	THE COMPANY 	 
	 	By: /s/ Chris Jensen 	 
	 	Name: Chris Jensen 	 
	 	Title: Director and Secretary 	 
	 	  	 
	 	INDEMNITEE 	 
	 	By: 	 
	 	Name: 	 
	 	Title: 	 
	 	(Street Address) 	 
	 	(City, State and ZIP) 	 


[Signature Page] 




The parties are signing this Indemnification Agreement as of
the date stated in the introductory sentence. 

	 	THE COMPANY 	 
	 	By: 	 
	 	Name: 	 
	 	Title: Director and Secretary 	 
	 	  	 
	 	INDEMNITEE 	 
	 	By: /s/ Cory Roberts 	 
	 	Name: Cory Roberts 	 
	 	Title: CEO 	 
	 	169 Bolsa Ave. 	 
	 	(Street Address) 	 
	 	Mill Valley, CA 94941 	 
	 	(City, State and ZIP) 	 


[Signature Page]