Item 6. Indemnification of Directors and Officers
The Nevada Revised Statutes provide that a
director or officer is not individually liable to the corporation or its stockholders or creditors for any damages as a result of
any act or failure to act in his capacity as a director or officer unless it is proven that his act or failure to act constituted a
breach of his fiduciary duties as a director or officer and his breach of those duties involved intentional misconduct, fraud or a
knowing violation of law. The Articles of Incorporation or an amendment thereto may, however, provide for greater individual
liability. Furthermore, directors may be jointly and severally liable for the payment of certain distributions in
violation of Chapter 78 of the Nevada Revised Statutes.
This provision is intended to afford directors
and officers protection against and to limit their potential liability for monetary damages resulting from suits alleging a breach of
the duty of care by a director or officer. As a consequence of this provision, our shareholders will be unable to recover monetary
damages against directors or officers for action taken by them that may constitute negligence or gross negligence in performance of their
duties unless such conduct meets the requirements of Nevada law to impose such liability. The provision, however, does not
alter the applicable standards governing a director’s or officer’s fiduciary duty and does not eliminate or limit the right
of us or any shareholder to obtain an injunction or any other type of non-monetary relief in the event of a breach of fiduciary duty.
The Nevada Revised Statutes also provide
that under certain circumstances, a corporation may indemnify any person for amounts incurred in connection with a pending, threatened
or completed action, suit or proceeding in which he is, or is threatened to be made, a party by reason of his being a director, officer,
employee or agent of the corporation or serving at the request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, if such person (a) is not liable for a breach of fiduciary duty
involving intentional misconduct, fraud or a knowing violation of law or such greater standard imposed by the corporation’s articles
of incorporation; or (b) acted 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 no reasonable cause to believe his conduct was unlawful. Additionally,
a corporation may indemnify a director, officer, employee or agent with respect to any threatened, pending or completed action or suit
by or in the right of the corporation to procure a judgment in its favor, if such person (a) is not liable for a breach of fiduciary
duty involving intentional misconduct, fraud or a knowing violation of law or such greater standard imposed by the corporation’s
articles of incorporation; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the
best interests of the corporation, however, indemnification may not be made for any claim, issue or matter as to which such a person has
been adjudged by a court to be liable to the corporation or for amounts paid in settlement to the corporation, unless the court determines
that the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. 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 above, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses,
including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.
Our Amended and Restated Bylaws provide
for indemnification to the fullest extent permissible under Nevada law. They also provide for the payment of expenses of officers
and directors incurred in defending a civil or criminal action, suit or proceeding shall as they are incurred and in advance of the final
disposition of the action, suit or proceeding, but only after receipt by us of an undertaking by or on behalf of the officer or director
on terms set by the Board of Directors, to repay the expenses advanced if it is ultimately determined by a court of competent jurisdiction
that he is not entitled to be indemnified by us.
Insofar as indemnification for liabilities
arising under the Securities Act of 1933, as amended (the “Securities Act”), may permit for directors, executive
officers or persons controlling us pursuant to the foregoing provisions or otherwise, we have been advised that in the opinion of the
Commission, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(a) (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 Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 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)(1)(i) and (a)(1)(ii) of this
section do not apply if the Registration Statement is on Form S–8, and the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the Registration
Statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933, 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 undersigned registrant
hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated
by reference in the 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.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 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 Securities and Exchange Commission such indemnification
is against public policy as expressed in the 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 Act and will be governed by the final adjudication of such issue.