SCTC Scoutcam Inc (QB)

Item 6. Indemnification of Directors and Officers.

Section 78.7502 of the Nevada Revised Statutes (“NRS”) provides that a corporation may, pursuant to the provisions of that statute, indemnify directors and officers as well as other employees and individuals against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent of the Registrant, provided that certain conditions to indemnification set forth therein are met. NRS 78.751 provides that a corporation shall, pursuant to the provisions of the statute, indemnify directors and officers as well as other employees and individuals against expenses actually and reasonably incurred by such person, to the extent that such person is successful on the merits or otherwise in defense of any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent of the Registrant, or any claim, issue or matter therein. NRS 78.751 further provides that indemnification pursuant to NRS 78.7502 and NRS 78.751 is not exclusive of other rights to which those seeking indemnification may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. The Registrant’s articles of incorporation and bylaws provide for indemnification by the Registrant of its directors and officers to the fullest extent permitted by the laws of Nevada. The Registrant may enter into indemnification agreements with each of its directors and officers to provide these directors and officers additional contractual assurances regarding the scope of the indemnification set forth in the Registrant’s articles of incorporation and bylaws and to provide additional procedural protections.

NRS 78.138(7) provides that, subject to limited statutory exceptions and unless the articles of incorporation or an amendment thereto (in each case filed on or after October 1, 2003) provide for greater individual liability, a director or officer is not individually liable to a corporation, its stockholders or its creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer unless the presumption established by NRS 78.138(3) has been rebutted and it is proven that (i) the director’s or officer’s act or failure to act constituted a breach of his or her fiduciary duties as a director or officer and (ii) such breach involved intentional misconduct, fraud or a knowing violation of law. The Registrant’s articles of incorporation do not provide for any greater liability than provided for in the NRS.

The Registrant maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act, and (b) to the Registrant with respect to payments which may be made by the Registrant to such officers and directors pursuant to the indemnification provision described above or otherwise as a matter of law.