Item 6.
Indemnification of Directors and Officers
The only statutes, charter provisions, bylaws, contracts
or other arrangements under which any controlling person, director or officer of the Company is or may be insured or indemnified
against any liability which he or she may incur in that capacity, are as follows:
A. Sections 78.037, 78.7502, 78.751, and 78.752
of the Nevada Revised Statutes permit a corporation to indemnify officers, directors, employees and agents of a Nevada corporation,
and provide that Nevada corporations may purchase insurance on behalf of directors, officers, employees and agents. They generally
provide that:
(a) a Nevada 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 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
the person in connection with the action, suit or proceeding if he or she is not liable for a breach of his or her fiduciary duties
as a director or officer involving intentional misconduct, fraud or a knowing violation of law 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 conduct was unlawful;
(b) a Nevada 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 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 amounts paid in settlement
and attorneys' fees actually and reasonably incurred by the person in connection with the defense or settlement of the action or
suit if he or she is not liable for a breach of his or her fiduciary duties as a director or officer involving intentional misconduct,
fraud or a knowing violation of law 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. 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;
and
(c) 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 above, or in defense of any claim, issue or matter therein, the corporation shall indemnify him or her against expenses, including
attorneys' fees, actually and reasonably incurred by him or her in connection with the defense.
B. Article IV of the Company's Second Amendment
to Articles of Incorporation provides that to the fullest extent allowed by law, the Company shall indemnify and hold harmless
the directors and executive officers of the Company from and against any and all expenses, liabilities, or other matters permitted
thereunder.
C. Article X of the Company's Second Amended and
Restated Bylaws permit indemnification of the Company's officers, directors or controlling persons in a manner similar to the Nevada
statutes described above.
D. The Company has been advised that in the opinion
of the SEC, insofar as indemnification for liabilities arising under the Securities Act may be permitted to the Company’s
directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable. In the event a claim for indemnification against
such liabilities (other than the Company’s payment of expenses incurred or paid by its director, officer or controlling person
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 Company 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 of whether such indemnification by the Company is against
public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
E. At present, there is no pending litigation
or proceeding involving any of the Company’s directors, officers or employees in which indemnification is sought, nor is
the Company aware of any threatened litigation that my result in claims for indemnification.
Item
9. Undertakings
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 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 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 this Registration Statement or any material change to such
information in this Registration Statement.
Provided, however, that clauses
(1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those clauses 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 into this Registration Statement, or is contained in a form
of prospectus field pursuant to Rule 424(b) that is a part of this 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; and
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.
4.
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 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.
5.
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 Commission 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.