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INDEMNITY
AGREEMENT
This
Agreement is made as of the day of , 2005, between , an individual,
("Indemnitee") and Redwood Microcap Fund, Inc., a Colorado
corporation ("Company") with reference to the following
circumstances:
A. The Indemnitee
is an existing or former officer and/or member of the Board of
Directors of the Company;
B. The Company desires to
indemnify or reimburse the Indemnitee with respect to certain
matters.
Now therefore,
for good and valuable consideration, the receipt and sufficiency
whereof is acknowledged, the parties agree as follows:
1.
Indemnification. The Company shall indemnify the Indemnitee
to the maximum extent permitted by Colorado law, the Company's
Certificate of Incorporation and Bylaws, it being the intention of
the Company to afford the Indemnitee the maximum protection legally
possible at all times.
2.
Advancement of Expenses. Upon written request of the
Indemnitee, the Company shall advance such monies for expenses of
any action for which Indemnitee may be entitled to indemnification
as the Indemnitee may reasonably request to enable the Indemnitee
to protect reasonably his or her interests upon receipt of an
undertaking by Indemnitee, in form and substance satisfactory to
the Company to reimburse the Company for all monies so advanced in
the event a final determination is made by a competent court of law
that the Indemnitee was not, under the applicable law, enti
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