Item 6. Indemnification of Directors and Officers
Subsection 1 of Section 78.7502
of the Nevada Revised Statutes empowers a corporation to 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
(other than an action by or in the right of the corporation), by reason of the fact that he is or was a director, officer, employee,
or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent
of another corporation or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid
in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he is not liable pursuant
to Section 78.138 of the Nevada Revised Statutes or if he acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation and, respecting any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. Section 78.138 of the Nevada Revised Statutes provides that, with certain exceptions,
a director or officer is not individually liable to the corporation or its stockholders 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: (i) his act or failure to act constituted
a breach of his fiduciary duties as a director or officer; and (ii) his breach of those duties involved intentional misconduct,
fraud, or a knowing violation of law.
Subsection 2 of Section 78.7502
empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending,
or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that
such person acted in any of the capacities set forth above against expenses, including amounts paid in settlement and attorneys’
fees actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted under
similar standards, except that no indemnification may be made in respect of any claim, issue, or matter as to which such person
shall have been adjudged by a court of competent jurisdiction to be liable to the corporation or for amounts paid in settlement
to the corporation, unless and only to the extent that the court in which such action or suit was brought determines that, despite
the adjudication of liability, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
Section 78.7502 further provides that
to the extent a director or officer of a corporation has been successful in the defense of any action, suit, or proceeding referred
to in subsections (1) and (2) of Section 78.7502, or in the defense of any claim, issue, or matter therein, he shall
be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.
Section 78.751 of the Nevada Revised Statutes provides that the indemnification provided for by Section 78.7502 shall
not be deemed exclusive or exclude any other rights to which the indemnified party may be entitled and that the scope of indemnification
shall continue as to directors, officers, employees, or agents that have ceased to hold such positions and to their heirs, executors,
and administrators. Section 78.752 of the Nevada Revised Statutes empowers the corporation to purchase and maintain insurance
or make other financial arrangements on behalf of a director, officer, employee, or agent of the corporation against any liability
asserted against him or incurred by him in any such capacity or arising out of his status as such whether or not the corporation
would have the power to indemnify him against such liabilities under Section 78.7502.
Article VIII of the Company’s bylaws
provides that the Company may indemnify directors, officers, employees, and agents of the Company to the extent authorized by the
board of directors and in the manner set forth in the Company’s bylaws. The bylaws provide, pursuant to Subsection 2
of Section 78.751, that the expenses of directors, officers, employees, and agents incurred in defending any action, suit,
or proceeding, whether civil or criminal, may be paid by the corporation as they are incurred and in advance of the final disposition
of the action, suit, or proceeding, upon approval by the majority vote of a quorum of the board of directors and upon delivery
of an undertaking by or on behalf of the director or officer to repay all amounts so advanced if it is ultimately determined by
a court of competent jurisdiction that the officer or director is not entitled to be indemnified by the corporation. Article VIII
of the bylaws also provides the Company’s directors, officers, employees, and agents may be indemnified against certain liabilities
pursuant to a liability insurance policy.
Insofar as indemnification for liabilities
arising under the Securities Act of 1933, as amended, may be permitted to directors, officers, and controlling persons pursuant
to the foregoing provisions, the Company has been informed that in the opinion of the U.S. Securities and Exchange Commission,
such indemnification is contrary to public policy as expressed in the Securities Act and, therefore, is unenforceable.
Item 9. Undertakings
Undertaking Required by Item 512(a)
of Regulation S-K
: The undersigned registrant hereby undertakes:
(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;
(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 SEC pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price
set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(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.
(2) That,
for the purpose of determining any liability under the Securities Act, 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.
Undertaking Required by Item 512(b)
of Regulation S-K
: The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities
Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange
Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities
Exchange Act) 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.
Undertaking Required by Item 512(h)
of Regulation S-K
: Insofar as indemnification for liabilities arising under the Securities Act 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 SEC 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.