Item
6. Indemnification of Directors and Officers.
Our
Bylaws contain a provision entitling any director or executive officer to indemnification against its liability
under the Securities Act. The Nevada Revised Statutes allows a company to indemnify its officers, directors, employees, and agents
from any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative,
except under certain circumstances. Indemnification may only occur if a determination has been made that the officer, director,
employee, or agent acted in good faith and in a manner, which such person believed to be in the best interests of the Registrant.
A determination may be made by the stockholders; by a majority of the directors who were not parties to the action, suit, or proceeding
confirmed by opinion of independent legal counsel; or by opinion of independent legal counsel in the event a quorum of directors
who were not a party to such action, suit, or proceeding does not exist.
Provided
the terms and conditions of these provisions under Nevada law are met, officers, directors, employees, and agents of the Registrant
may be indemnified against any cost, loss, or expense arising out of any liability under the Securities Act. Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant,
we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy
and is, therefore, unenforceable.
The
Nevada Revised Statutes, stated herein, provide further for permissive indemnification of officers and directors.
A.
NRS 78.7502. Discretionary and mandatory indemnification of officers, directors, employees and agents: General provisions.
1. 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 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, 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 in connection with the action,
suit or proceeding if he acted in good faith and in a manner which he 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 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 did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal
action or proceeding, he had reasonable cause to believe that his conduct was unlawful.
2.
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 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, partnership, joint venture, trust or other enterprise against expenses,
including amounts paid in settlement and attorneys fees actually and reasonably incurred by him in connection
with the defense or settlement of the action or suit if he acted in good faith and in a manner which he 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.
3. 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 against expenses, including attorneys fees, actually and reasonably incurred by him in connection
with the defense.
B.
NRS 78.751. Authorization required for discretionary indemnification; advancement of expenses; limitation on indemnification
and advancement of expenses.
1.
Any discretionary indemnification under NRS 78.7502 unless ordered by a court or advanced pursuant to subsection 2, may be made
by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances. The determination must be made:
(a)
By the stockholders;
(b)
By the board of directors 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 consisting of directors who were not parties to the action, suit or proceeding so orders, by independent
legal counsel in a written opinion; or
(d) If a quorum consisting
of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written
opinion.
2. The articles of incorporation,
the Bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred.
3.
The indemnification and advancement of expenses authorized in NRS 78.7502 or ordered by a court pursuant to this section:
(a)
Does not exclude any other rights to which a person seeking indemnification or advancement of expenses 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 official capacity or an action in another capacity while holding his office, except that indemnification, unless
ordered by a court pursuant to or for the advancement of expenses made pursuant to subsection 2, may not be made to or on behalf
of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud
or a knowing violation of the law and was material to the cause of action.
(b) Continues for
a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators
of such a person.
C.
NRS 78.752. Insurance and other financial arrangements against liability of directors, officers, employees and agents.
1. A 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 corporation, 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.
2.
The other financial arrangements made by the corporation pursuant to subsection 1 may include the following:
(a)
The creation of a trust fund.
(b)
The establishment of a program of self-insurance.
(c) The securing of
its obligation of indemnification by granting a security interest or other lien on any assets of the corporation.
(d)
The establishment of a letter of credit, guaranty or surety. No financial arrangement made pursuant to this subsection may provide
protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable
for intentional misconduct, fraud or a knowing violation of law, except with respect to the advancement of expenses or indemnification
ordered by a court.
3.
Any insurance or other financial arrangement made on behalf of a person pursuant to this section may be provided by the corporation
or any other person approved by the board of directors, even if all or part of the other persons stock or
other securities is owned by the corporation.
4. In the absence of
fraud:
(a) The decision of
the board of directors as to the propriety of the terms and conditions of any insurance or other financial arrangement made pursuant
to this section and the choice of the person to provide the insurance or other financial arrangement is conclusive; and
(b)
The insurance or other financial arrangement:
1.
Is not void or voidable; and
2.
Does not subject any director approving it to personal liability for his action, even if a director approving the insurance or
other financial arrangement is a beneficiary of the insurance or other financial arrangement.
5. A corporation or
its subsidiary which provides self-insurance for itself or for another affiliated corporation pursuant to this section is not
subject to the provisions of Title 57 of the Nevada Revised Statutes.
The
Nevada Revised Statutes, stated herein, provides further for permissive indemnification of officers and directors.
The
Registrant, with approval of the Registrants Board of Directors, may obtain directors
and officers liability insurance.
Item
9. Undertakings.
The
undersigned registrant hereby undertakes:
(a)
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this 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;
(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)
That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrants
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 plans 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)
To deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person
to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus
to provide such interim financial information.
(d)
That 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.