Item 6.
Indemnification of Directors and Officers.
Subsection
7 of Section 78.138 of the Nevada Revised Statutes (the “Nevada Law”) provides that, subject to certain very limited
statutory exceptions, 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 or her capacity as a director or officer, unless it is proven that
the act or failure to act constituted a breach of his or her fiduciary duties as a director or officer and such breach of those
duties involved intentional misconduct, fraud or a knowing violation of law. The statutory standard of liability established by
Section 78.138 controls even if there is a provision in the corporation’s articles of incorporation unless a provision in
the Company’s Articles of Incorporation provides for greater individual liability.
Subsection
1 of Section 78.7502 of the Nevada Law 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 or she 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 (any such person, a “Covered Person”),
against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred
by the Covered Person in connection with such action, suit or proceeding if the Covered Person is not liable pursuant to Section
78.138 of the Nevada Law or the Covered Person acted in good faith and in a manner the Covered Person reasonably believed to be
in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceedings, had no reasonable
cause to believe the Covered Person’s conduct was unlawful.
Subsection
2 of Section 78.7502 of the Nevada Law empowers a corporation to indemnify any Covered 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 the capacity of a Covered Person against expenses, including amounts
paid in settlement and attorneys’ fees actually and reasonably incurred by the Covered Person in connection with the defense
or settlement of such action or suit, if the Covered Person is not liable pursuant to Section 78.138 of the Nevada Law or the
Covered Person acted in good faith and in a manner the Covered Person reasonably believed to be in or not opposed to the best
interests of the Corporation. However, no indemnification may be made in respect of any claim, issue or matter as to which the
Covered Person shall have been adjudged by a court of competent jurisdiction (after exhaustion of all appeals) 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 or other court of competent jurisdiction determines upon application that in view of all the circumstances
the Covered Person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
Section
78.7502 of the Nevada Law further provides that to the extent a Covered Person has been successful on the merits or otherwise
in the defense of any action, suit or proceeding referred to in Subsection 1 or 2, as described above, or in the defense of any
claim, issue or matter therein, the corporation shall indemnify the Covered Person against expenses (including attorneys’
fees) actually and reasonably incurred by the Covered Person in connection with the defense.
Subsection
1 of Section 78.751 of the Nevada Law provides that any discretionary indemnification pursuant to Section 78.7502 of the Nevada
Law, unless ordered by a court or advanced pursuant to Subsection 2 of Section 78.751, may be made by a corporation only as authorized
in the specific case upon a determination that indemnification of the Covered Person is proper in the circumstances. Such determination
must be made (a) by the stockholders, (b) by the board of directors of the corporation by majority vote of a quorum consisting
of directors who were not parties to the action, suit or proceeding, (c) if a majority vote of a quorum of such non-party directors
so orders, by independent legal counsel in a written opinion, or (d) by independent legal counsel in a written opinion if a quorum
of such non-party directors cannot be obtained.
Subsection
2 of Section 78.751 of the Nevada Law provides that a corporation’s articles of incorporation or bylaws or an agreement
made by the corporation may require the corporation to pay as incurred and in advance of the final disposition of a criminal or
civil action, suit or proceeding, the expenses of officers and directors in defending such action, suit or proceeding upon receipt
by the corporation of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined
by a court of competent jurisdiction that he or she is not entitled to be indemnified by the corporation. Subsection 2 of Section
78.751 further provides that its provisions do not affect any rights to advancement of expenses to which corporate personnel other
than officers and directors may be entitled under contract or otherwise by law.
Subsection
3 of Section 78.751 of the Nevada Law provides that indemnification pursuant to Section 78.7502 of the Nevada Law and advancement
of expenses authorized in or ordered by a court pursuant to Section 78.751 does not exclude any other rights to which the Covered
Person may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors
or otherwise, for either an action in his or her official capacity or in another capacity while holding his or her office. However,
indemnification, unless ordered by a court pursuant to Section 78.7502 or for the advancement of expenses under Subsection 2 of
Section 78.751 of the Nevada Law, may not be made to or on behalf of any director or officer of the corporation if a final adjudication
establishes that his or her acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and were
material to the cause of action. Additionally, the scope of such indemnification and advancement of expenses shall continue for
a Covered Person who has ceased to be a director, officer, employee or agent of the corporation, and shall inure to the benefit
of his or her heirs, executors and administrators.
Section
78.752 of the Nevada Law empowers a corporation to purchase and maintain insurance or make other financial arrangements on behalf
of a Covered Person for any liability asserted against such person and liabilities and expenses incurred by such person in his
or her capacity as a Covered Person or arising out of such person’s status as a Covered Person whether or not the corporation
has the authority to indemnify such person against such liability and expenses.
The
Bylaws of the Company provide for indemnification of Covered Persons substantially identical in scope to that permitted under
the Nevada Law. Such Bylaws provide that the expenses of directors and officers of the Company incurred in defending any action,
suit or proceeding, whether civil, criminal, administrative or investigative, must be paid by the Company as they are incurred
and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of such
director or officer to repay all amounts so advanced if it is ultimately determined by a court of competent jurisdiction that
the director or officer is not entitled to be indemnified by the Company.
The
above-described provisions relating to the exclusion of liability and indemnification of directors and officers are sufficiently
broad to permit the indemnification of such persons in certain circumstances against liabilities arising under the Securities
Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors and officers
and to persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
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 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 this 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 this 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 this registration statement
or any material change to such information in this registration statement;
provided,
however
, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if this 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
SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference
in this 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.
(b) 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 Exchange Act (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated
by reference in this 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 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 Securities 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 Securities Act and will
be governed by the final adjudication of such issue.