Item 6. Indemnification of Directors and
Officers.
The Registrant is a Nevada
corporation and generally governed by the Nevada Private Corporations Code, Chapter 78 of the Nevada Revised Statutes (“NRS”).
Section 78.138 of
the NRS provides that, unless the corporation’s articles of incorporation provide otherwise, a director or officer is not
individually liable to the corporation or its stockholders or creditors for damages as a result of any action or omission to act
as a director or officer unless the trier of fact determines that the presumption that the director or officer acted in good faith,
on an informed basis and with a view to the interests of the corporation, is rebutted and it is proven that (i) the director’s
or officer’s acts or omissions constituted a breach of his or her fiduciary duties, and (ii) such breach involved intentional
misconduct, fraud, or a knowing violation of the law.
Section 78.7502 of
the NRS permits a Nevada corporation to indemnify its directors and officers against expenses, judgments, fines, and amounts paid
in settlement actually and reasonably incurred in connection with a threatened, pending, or completed action, suit, or proceeding,
if the officer or director (i) is not liable pursuant to Section 78.138 of the NRS, or (ii) acted in good faith
and in a manner the officer or director reasonably believed to be in or not opposed to the best interests of the corporation and,
if a criminal action or proceeding, had no reasonable cause to believe the conduct of the officer or director was unlawful. Section 78.7502
of the NRS precludes indemnification by the corporation if the officer or director has 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 determines that in view of all the circumstances, the person is fairly and reasonably entitled
to indemnity for such expenses and Section 78.7502 requires a corporation to indemnify its officers and directors if they have
been successful on the merits of the action or otherwise in defense of any claim, issue, or matter resulting from their service
as a director or officer.
Section 78.751 of the NRS
permits a Nevada corporation to indemnify its officers and directors against expenses incurred by them in defending a civil or
criminal action, suit, or proceeding as they are incurred and in advance of final disposition thereof, upon determination by the
stockholders, the disinterested board members, or by independent legal counsel. Section 78.751 of the NRS provides that the
articles of incorporation, the bylaws or an agreement may require a corporation to advance expenses as incurred upon receipt 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 such officer or director is not entitled to be indemnified by the corporation if so provided in the corporation’s
articles of incorporation, bylaws, or other agreement. Section 78.751 of the NRS further permits the corporation to grant
its directors and officers additional rights of indemnification under its articles of incorporation, bylaws, or other agreement.
Section 78.752 of
the NRS provides that a Nevada corporation may purchase and maintain insurance or make other financial arrangements on behalf of
any person who 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 company, partnership, joint venture, trust, or other enterprise,
for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee,
or agent, or arising out of his status as such, whether or not the corporation has the authority to indemnify him against such
liability and expenses. The Registrant has obtained primary and excess insurance policies insuring its directors and officers and
its subsidiaries against certain liabilities they may incur in their capacity as directors and officers. Under such policies, the
insurer, on the Registrant’s behalf, may also pay amounts for which the Registrant has granted indemnification to the directors
or officers.
The foregoing discussion
of indemnification merely summarizes certain aspects of indemnification provisions and is limited by reference to the above discussed
sections of the Nevada Private Corporations Code.
The Registrant’s
amended and restated articles of incorporation, as amended, provide that the Registrant may indemnify to the full extent of its
power to do so, all directors, officers, employees, and/or agents. Insofar as indemnification by the Registrant for liabilities
arising under the Securities Act may be permitted to officers and directors of the Registrant pursuant to the foregoing provisions
or otherwise, the Registrant is aware that in the opinion of the 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 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;
(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) herein 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 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) 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 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.