Item
6. Indemnification of Directors and Officers.
Section
78.7502(1) of the Nevada Revised Statutes 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 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 or other enterprise, against expenses (including attorneys’ fees), judgments,
fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding
if he is not liable pursuant to Section 78.138 of the Nevada Revised Statutes or if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the corporation and, respecting any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. Section 78.138 of the Nevada Revised Statutes provides that, with
certain exceptions, a director or officer is not individually liable to the corporation or its stockholders for any damages as
a result of any act or failure to act in his capacity as a director or officer unless it is proven that: (i) his act or failure
to act constituted a breach of his fiduciary duties as a director or officer; and (ii) his breach of those duties involved intentional
misconduct, fraud, or a knowing violation of law.
Section
78.7502(2) of the Nevada Revised Statutes 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 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 any of the capacities set forth above against expenses,
including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit, if he acted under similar standards, except that no indemnification 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
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 determines that, despite the adjudication of liability, such person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.
Section
78.7502 further provides that to the extent a director or officer of a corporation has been successful in the defense of any action,
suit, or proceeding referred to in subsections (1) and (2) of Section 78.7502, or in the defense of any claim, issue, or matter
therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in
connection therewith. Section 78.751 of the Nevada Revised Statutes provides that the indemnification provided for by Section
78.7502 shall not be deemed exclusive or exclude any other rights to which the indemnified party may be entitled and that the
scope of indemnification shall continue as to directors, officers, employees, or agents that have ceased to hold such positions
and to their heirs, executors, and administrators. Section 78.752 of the Nevada Revised Statutes empowers the corporation to purchase
and maintain insurance or make other financial arrangements on behalf of a director, officer, employee, or agent of the corporation
against any liability asserted against him or incurred by him in any such capacity or arising out of his status as such whether
or not the corporation would have the power to indemnify him against such liabilities under Section 78.7502.
Provisions
relating to indemnification of officers and directors of the Registrant for acts by such officers and directors are contained
in Article V of the Registrant’s Bylaws. Article V provides for indemnification of current and former directors and officers
of the Registrant against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon them in
connection with any proceeding to which they may be made a party, or in which they may become involved by reason of being officers
or directors of the Registrant, except in such cases where such directors or officers, are adjudicated guilty of willful misfeasance
or malfeasance in the performance of their duties. Article V further provides that in case of a settlement, indemnification is
subject to approval by the Registrant’s Board of Directors.
In
addition, the Registrant has entered into indemnification agreements with its officers and directors that provide for indemnification
to the fullest extent permitted under the Nevada Revised Statutes.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is
against public policy as expressed in the Securities Act and is therefore unenforceable.