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ITEM 6.
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INDEMNIFICATION OF DIRECTORS AND OFFICERS
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Nevada Law
We are incorporated in Nevada. Section
78.7502(1) of the Nevada Revised Statutes, or NRS, provides that a corporation may indemnify, pursuant to that statutory provision,
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 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 him or her in connection with such action, suit or proceeding if he or she is not liable pursuant to NRS 78.138 or
if he or she 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 his or her conduct
was unlawful. NRS 78.138(7) provides that, subject to limited statutory exceptions and unless the articles of incorporation or
an amendment thereto (in each case filed on or after October 1, 2003) provide for greater individual liability, 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 the presumption established by NRS 78.138(3) has been rebutted and
it is proven that (i) his or her act or failure to act constituted a breach of his or her fiduciary duties as a director or officer,
and (ii) such breach involved intentional misconduct, fraud or a knowing violation of the law.
NRS 78.7502(2) permits a corporation to
indemnify, pursuant to that statutory provision, 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 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 him or her
in connection with the defense or settlement of such action or suit if he or she is not liable pursuant to NRS 78.138 or if he
or she 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, except that no indemnification pursuant to NRS 78.7502 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, after any appeals taken 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
such action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. NRS 78.751(1)
provides that a corporation shall indemnify any person who is a director, officer, employee or agent of the corporation, against
expenses actually and reasonably incurred by the person in connection with defending an action (including, without limitation,
attorney’s fees), to the extent that the person is successful on the merits or otherwise in defense of any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including, without limitation,
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, or any claim, issue or matter in such action.
NRS 78.751(3) provides that the indemnification
pursuant to NRS 78.7502 does not exclude any other rights to which a person seeking indemnification may be entitled, except that
indemnification may not be made to or on behalf of any director or officer finally adjudged by a court of competent jurisdiction,
after exhaustion of any appeals taken therefrom, to be liable for intentional misconduct, fraud or a knowing violation of the law
and such intentional misconduct, fraud or a knowing violation of the law was material to the cause of action and that the indemnification
shall continue as to directors, officers, employees or agents who have ceased to hold such positions, and to their heirs, executors
and administrators. NRS 78.752 permits a corporation to purchase and maintain insurance on behalf of a director, officer, employee
or agent of the corporation against any liability asserted against him or her or incurred by him or her in any such capacity or
arising out of his or her status as such whether or not the corporation would have the power to indemnify him or her against such
liabilities.
Bylaws
Our bylaws include express provisions providing
for the indemnification of our directors and officers to the fullest extent permitted under the NRS, and the mandatory payment
by us of expenses incurred by such persons in defending a civil or criminal action, suit or proceeding in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay
the amount if it is ultimately determined that such person is not entitled to be indemnified by us. Our bylaws also permit us to
purchase and maintain insurance or make other financial arrangements on behalf of any such person for certain liability and expenses,
whether or not we have the authority to indemnify such person against such liability and expenses.
Liability Insurance
We maintain directors’ and officers’
liability insurance covering our directors and officers against expenses and liabilities arising from certain actions to which
they may become subject by reason of having served in such role, including insurance for claims against these persons brought under
securities laws. Such insurance is subject to the coverage amounts, exceptions, deductibles and other conditions set forth in the
policy as in effect at the time of a claim, if any. There is no assurance that we will maintain liability insurance for our directors
and officers.
1. The
undersigned Registrant hereby undertakes:
(a) 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; 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;
Provided, however,
that paragraphs (a)(i) and (a)(ii) do not apply if 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 that are incorporated by reference herein.
(b) 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 herein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) 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.
(d) That, for the purpose
of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities,
the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or
sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser
and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf
of the undersigned Registrant; and
(iv) Any other communication that is an offer in the
offering made by the undersigned Registrant to the purchaser.
2. 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 herein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. 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 Securities Act of 1933
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 of 1933 and will be governed by the final adjudication of such issue.