The firm of Greenberg Traurig, LLP, Phoenix, Arizona, has acted as counsel for the Registrant in the preparation of this Registration
Statement. As of September 12, 2022, certain members of such firm beneficially owned a total of 28,000 shares of the Registrants Common Stock.
Item 6. |
Indemnification of Directors and Officers. |
The amended and restated bylaws of the Registrant provide that the Registrant shall, to the maximum extent permitted by law, indemnify any
person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was an Agent
of the Registrant, against expenses, including attorneys fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person. The term Agent includes any person who is or was a director, officer
or director level or above (as shown in the Registrants or the applicable consolidated subsidiarys human resources records) employee of the Registrant or any of its consolidated subsidiaries or, while a director, officer or director
level or above (as shown on the Registrants or the applicable consolidated subsidiarys human resources records) of the Registrant or any of its consolidated subsidiaries, is or was serving at the request of the Registrant or any of its
consolidated subsidiaries as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.
The amended and restated bylaws of the Registrant also provide that expenses incurred in defending any such action, suit, or proceeding by any
person who the Registrant is required to indemnify as set forth above shall be paid or reimbursed by the Registrant promptly upon receipt by it of an undertaking of such person to repay such expenses if it should ultimately be determined that such
person was not entitled to be indemnified by the Registrant.
The amended and restated bylaws of the Registrant further provide that upon
a determination of the Board of Directors of the Registrant to purchase liability insurance, the Registrant shall purchase and maintain insurance on behalf of each Agent identified by the Board of Directors of the Registrant against any liability
asserted against or incurred by the Agent in such capacity or arising out of the Agents status as such whether or not the Registrant would have the power to indemnify the Agent against such liability under the provisions of the amended and
restated bylaws.
Section 78.7502 of the Nevada Revised Statutes permits a corporation to indemnify a present or former director,
officer, employee, or agent of the corporation, or of another entity for which such person is or was serving in such capacity at the request of the corporation, who is or was a party or is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding, against expenses, including attorneys fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection therewith, arising by reason of service in such capacity if such
person (i) is not liable pursuant to Section 78.138 of the Nevada Revised Statutes, or (ii) acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interest of the corporation and,
with respect to a criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. In the case of actions brought by or in the right of corporation, however, no indemnification may be made for any claim, issue, or
matter as to which such person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation, unless and only to the extent that the court in which the action or suit was brought
or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
Subsection 3 of Section 78.7502 of the Nevada Revised Statutes further provides that, to the extent 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 in subsections 1 and 2 thereof, or in the defense of any claim, issue, or matter therein, the corporation shall indemnify
him or her against expenses, including attorneys fees, actually and reasonably incurred by him or her in connection with the defense.
Section 78.751 of the Nevada Revised Statutes provides that unless discretionary indemnification is ordered by a court, the determination
to provide indemnification must be made by the stockholders; by a majority vote of a quorum of the board of directors who were not parties to the action, suit, or proceeding; or in specified circumstances by independent legal counsel in a written
opinion. In addition, the articles of incorporation, bylaws, or an agreement made by the corporation may provide for the payment of the expenses of a director or officer of defending an action as incurred upon receipt of an undertaking to repay the
amount if it is ultimately determined by a court of competent jurisdiction that the person is not entitled to indemnification.