Item 5. Interests of Named Experts and Counsel.
Item 6. Indemnification of Directors and Officers.
Section 19.2 of our Articles provides that,
to the extent not prohibited by the Business Corporations Act (British Columbia) (the “Act”), we will indemnify each
person (each, an “eligible party”) who:
(a) is
or was a director or officer of Vista,
(b) is
or was a director or officer of another corporation,
(i) at
a time when the corporation is or was an affiliate of ours, or
(ii) at
our request, or
(c) at
our request, is or was, or holds or held a position equivalent to that of, a director or officer of a partnership, trust, joint
venture or other unincorporated entity,
against all judgments, penalties or fine
awarded or imposed in, or amounts paid in settlement of, any proceeding in which any such person (or any of their heirs and legal
representatives) is or may be joined as a party or is or may be liable in respect of a judgment, penalty or fine in, or expenses
related to such proceeding, by reason of holding or having held such position with us, our affiliates or at our request. In addition,
we must, after the final disposition of any such proceeding, pay the costs, charges and expenses actually and reasonably incurred
by such eligible parties in respect of such proceedings.
Section 19.4 of our Articles provides that
unless prohibited by applicable law or court order, we must pay, as they are incurred, in advance of the final disposition of an
eligible proceeding, the expenses actually and reasonably incurred by an eligible party in respect of the eligible proceeding,
provided that we shall not make such payments unless we first receive from the person being indemnified a written undertaking that,
if it is ultimately determined that the payment of expenses is prohibited by applicable law, that person must repay us the amounts
advanced.
Section 19.5 of our Articles provides that
despite any other provision of Part 19, we are not obligated to make any payment that is prohibited by the Act or by court order
in force at the date the payment was made. Subsection 163(1) of the Act provides that a company must not indemnify or pay the expenses
of an eligible party if any of the following circumstances apply:
(a) if
the indemnity or payment is made under an earlier agreement to indemnify or pay expenses and, at the time that the agreement to
indemnify or pay expenses was made, the company was prohibited from giving the indemnity or paying the expenses by its memorandum
or articles;
(b) if
the indemnity or payment is made otherwise than under an earlier agreement to indemnify or pay expenses and, at the time that the
indemnity or payment is made, the company is prohibited from giving the indemnity or paying the expenses by its memorandum or articles;
(c) if,
in relation to the subject matter of the eligible proceeding, the eligible party did not act honestly and in good faith with a
view to the best interests of the company or the associated corporation, as the case may be;
(d) in
the case of an eligible proceeding other than a civil proceeding, if the eligible party did not have reasonable grounds for believing
that the eligible party's conduct in respect of which the proceeding was brought was lawful.
Subsection 163(2) of the Act further provides
that if a proceeding is brought against an eligible party by or on our behalf or by or on behalf of corporation associated to us,
we must not indemnify or pay the expenses of such eligible party in respect of that proceeding.
Section 164 of the Act provides that despite
the indemnity provisions of the Act and whether or not payment of expenses or indemnification has been sought, authorized or declined,
on our application or the application of an eligible party, the British Columbia Supreme Court may do one or more of the following:
(a) order
a company to indemnify an eligible party against any liability incurred by the eligible party in respect of an eligible proceeding;
(b) order
a company to pay some or all of the expenses incurred by an eligible party in respect of an eligible proceeding;
(c) order
the enforcement of, or any payment under, an agreement of indemnification entered into by a company;
(d) order
a company to pay some or all of the expenses actually and reasonably incurred by any person in obtaining an order under this section;
(e) make
any other order the court considers appropriate.
Section 19.6 of our Articles provides that
we may purchase and maintain insurance for the eligible parties or their heirs and personal or other legal representatives against
any liability that may be incurred by reason of their acting as eligible parties. We maintain such insurance.
We indemnify our directors and executive
officers, as well as their heirs and representatives, pursuant to indemnification agreements we have entered into with each such
director and executive officer, against all liabilities and obligations, including legal fees and costs of investigation and defense
of claims, as well as amounts paid to settle claims or satisfy judgments, that these directors and officers may incur in such capacities.
While these agreements provide that we will indemnify such director or officer regardless of conduct or fault of that person, the
agreements also provide that we may only make such indemnification payments as permitted by applicable law. The agreements provide
that our obligations under the agreements are not diminished or otherwise affected by, among other things, any officers’
liability insurance placed by or for the benefit of the indemnitee, us or any entity related to either.