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Item 6.
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Indemnification of Directors and Officers.
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Section 145 of the Nevada Corporation Law
provides in relevant parts as follows:
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(1) A corporation
shall have power to indemnify 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 he 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 him in connection with such action, suit, or proceeding if he acted in good faith
and in a manner he 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 his conduct was unlawful. The termination of any action, suit,
or proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a manner which he 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 reasonable cause to believe
that his conduct was unlawful.
(2) A corporation
shall have power to indemnify 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
he 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) actually and reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of
the corporation and except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person
shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and
only to the extent that the court in which such action or suit was brought shall determine on application that, despite the adjudication
of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which such court shall deem proper.
(3) To
the extent that a director, officer, employee, or agent of a corporation has been successful on the merits or otherwise in defense
of any action, suit, or proceeding referred to in (1) or (2) of this subsection, or in defense of any claim, issue or matter therein,
he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.
(4) The
indemnification provided by this section shall not be deemed exclusive of any other rights to which those seeking indemnification
may be entitled under any bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in
his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators
of such a person.
The foregoing discussion
of indemnification merely summarizes certain aspects of indemnification provisions and is limited by reference to the above discussed
sections of the Nevada Corporation Law.
The Company's Articles
of Incorporation and Bylaws provide that the Registrant may indemnify to the full extent of its power to do so, all directors,
officers, employees, and/or agents. It is anticipated that CareView will indemnify its officers and directors to the full extent
permitted by the above-quoted statute.
Insofar as indemnification
by CareView for liabilities arising under the Securities Act may be permitted to officers and directors of CareView pursuant to
the foregoing provisions or otherwise, CareView is aware that in the opinion of the Commission, such indemnification is against
public policy as expressed in the Securities Act and is, therefore, unenforceable.
On June 21, 2010, the
Company entered into an Indemnification Agreement (the "Agreement") with each of its officers and directors (each known
as the "Indemnitee"). In the event Indemnitee was, is, or becomes a party to or witness or other participant in, or is
threatened to be made a party to or witness or other participant in, a proceeding by reason of (or arising in part out of) an indemnifiable
event, the Company shall indemnify Indemnitee from and against any and all expenses to the fullest extent permitted by law, as
the same exists or may hereafter be amended or interpreted. The parties intend that this Agreement shall provide for indemnification
in excess of that expressly permitted by statute, including, without limitation, any indemnification provided by the Company's
Articles of Incorporation, its Bylaws, vote of its stockholders or disinterested directors, or applicable law. The only limitation
that shall exist upon the Company's obligations pursuant to the Agreement shall be that the Company shall not be obligated
to make any payment to Indemnitee that is finally determined by a court of competent jurisdiction in a final judgment, not subject
to appeal, to be unlawful.
(a)
The
Registrant hereby undertakes:
(1)
To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement;
(i)
to include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933;
(ii)
to reflect in the prospectus
any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value
of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective registration statement;
(iii)
to include any material information
with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such
information in the registration statement;
Provided, however,
that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if the registration statement is on Form S-8 and the information required
to be included in the post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to
the SEC by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the registration
statement.
(2)
That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3)
To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b)
The
Registrant hereby undertakes that, for purposes of determining the liability under the Securities Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of any employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
(Signature page follows)