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director, officer, agent, fiduciary or employee of the corporation <br />against any claim, liability or expense arising against or incurred <br />by such person made party to a proceeding because he is or was a <br />director, officer, agent, fiduciary or employee of the corporation <br />or because he is or was serving another entity as a director, <br />officer, partner, trustee, employee, fiduciary or agent at the <br />corporation's request. The corporation shall further have the <br />authority to the maximum extent permitted by law to purchase and <br />maintain insurance providing such indemnification. <br />(d) Limitation on Director's Liability. No director of <br />this corporation shall have any personal liability to the <br />corporation or its shareholders for monetary damages for breach of <br />his fiduciary duty as a director, except that this provision shall <br />not eliminate or limit the liability of a director: (i) for any <br />breach of the director's duty of loyalty as defined by the Wyoming <br />Business Corporation Act, to the corporation or its shareholders; <br />(ii) for acts or omissions not in good faith or which involved <br />intentional misconduct or a knowing violation of law; (iii) under <br />Wyo. Stat. § 17-16-833; or (iv) for any transaction from which the <br />director derived an improper personal benefit. Nothing contained <br />herein shall deprive any director of his right to all defenses <br />otherwise available to a director nor shall anything herein deprive <br />any director of any right he may have for contribution from any <br />other director or other person. <br />(e) Negation of Equitable Interests in Shares or Rights. <br />Unless a person is recognized as a shareholder through procedures <br />established by the corporation pursuant to Wyo. Stat. § 17-16-723, <br />or any similar law, the corporation shall be entitled to treat the <br />registered holder of any shares of the corporation as the owner <br />thereof for all purposes permitted by the Wyoming Business <br />Corporation Act, including without limitation all rights deriving <br />from such shares, and the corporation shall not be bound to <br />recognize any equitable or other claim to, or interest in, such <br />shares or rights deriving from such shares on the part of any other <br />person including without limitation, a purchaser, assignee or <br />transferee of such shares, unless and until such other person <br />becomes the registered holder of such shares or is recognized as <br />such, whether or not the corporation shall have either actual or <br />constructive notice of the claimed interest of such other person. <br />By way of example and not of limitation, until such other person <br />has become the registered holder of such shares or is recognized <br />pursuant to Wyo. Stat. § 17-16-723, or any similar applicable law, <br />he shall not be entitled: (i) to receive notice of the meetings of <br />the shareholders; (ii) to vote at such meetings; (iii) to examine <br />a list of the shareholders; (iv) to be paid dividends or other <br />distributions payable to shareholders; or (v) to own, enjoy and <br />exercise any other rights deriving from such shares against the <br />corporation. Nothing contained herein will be construed to deprive <br />any beneficial shareholder, as defined in Wyo. Stat. § 17-16-1301, <br />of any right he may have pursuant to Article 13 of the Wyoming <br />Business Corporation Act or any subsequent law. <br />5