The validity of the
shares of common stock offered hereby will be passed upon for the Registrant by Legal & Compliance, LLC, with offices located
at 330 Clematis Street, Suite 217, West Palm Beach, Florida 33401.
Item 6. Indemnification of Directors
and Officers.
Subsection 1 of the
Nevada Revised Statute § 78.7502 provides that a corporation may 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, except an action by or in the right of the corporation, by reason of the fact that the person 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, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’
fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action,
suit or proceeding if the person:
(a) Is not liable
pursuant to NRS §78.138; or
(b) Acted in good
faith and in a manner which he or she 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 the conduct was unlawful.
The termination of
any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent,
does not, of itself, create a presumption that the person is liable pursuant to NRS §78.138 or did not act in good
faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, or
that, with respect to any criminal action or proceeding, he or she had reasonable cause to believe that the conduct was unlawful.
Subsection 2 of the
Nevada Revised Statute Annotated § 78.7502 provides that a corporation may 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 the person 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, partnership,
joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually
and reasonably incurred by the person in connection with the defense or settlement of the action or suit if the person:
(a) Is not liable
pursuant to NRS §78.138; or
(b) Acted in good
faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation.
Indemnification may
not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, 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 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 the
Nevada Revised Statute Annotated § 78.7502 provides that 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 in subsections 1 and 2,
or in 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.
The foregoing summary
of the NRS is qualified in its entirety by reference to the relevant provisions of the NRS.
Article X of our By-Laws
provide that each person who was or is made a party or is threatened to be made a party to or is involved (including, without limitation,
as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a “proceeding”), by reason of the fact that he is or was a director, officer or employee 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 of a
partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter
an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer,
employee or agent or in any other capacity while serving as such a director, officer, employee or agent, shall be indemnified and
held harmless by the Corporation to the full extent authorized by law, against all expense, liability and loss (including attorneys’
fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) actually and reasonably incurred
or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased
to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators;
provided, however, that subject to the right of indemnitee to bring suit against the Corporation with respect to proceedings seeking
to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee seeking indemnification in connection
with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the
Board of the Corporation. The right to indemnification is a contract right and shall include the right to be paid by the Corporation
the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of
expenses”); further provided, however, that, if required by law, an advancement of expenses incurred by an indemnitee in
his capacity as a director, officer or employee (and not in any other capacity in which service was or is rendered by such indemnitee
while a director, officer or employee, including, without limitation, service to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined that such indemnitee is not entitled to be indemnified, or otherwise.
The
Corporation may, by action of the Board from time to time, grant rights to indemnification and advancement of expenses to agents
of the Corporation with the same scope and effect as the provisions of this Article with respect to the indemnification and advancement
of expenses of directors, officers and employees of the Corporation.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 (the “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 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.
Item
9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during
any period in which offers or sales are being made, a post-effective amendment to the 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 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)
do not apply if the Registration Statement is on Form S-8, and paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if
the Registration Statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 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) For the purpose 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.
(c) 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.