Item 6. Indemnification of Directors and Officers.
The Registrant’s
officers and directors are indemnified under Nevada law, the Registrant’s Amended and Restated Articles of Incorporation, as amended,
and its Amended and Restated Bylaws, as amended, against certain liabilities. The Registrant’s Amended and Restated Articles of
Incorporation, as amended, require the Registrant to indemnify its directors and officers to the fullest extent permitted by the laws
of the State of Nevada in effect from time to time.
Pursuant
to its Amended and Restated Articles of Incorporation, as amended, none of the Registrant’s directors or officers shall be personally
liable to the Registrant or its stockholders for damages for breach of fiduciary duty as a director or officer, except for (1) acts or
omissions which involve intentional misconduct, fraud or a knowing violation of law, or (2) the payment of dividends in violation of the
applicable statutes of Nevada. Further, the Registrant’s Amended and Restated Articles of Incorporation, as amended, provide that
if Nevada law is amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers,
the liability of a director or officer of the Registrant shall be eliminated or limited to the fullest extent permitted by Nevada law,
as so amended from time to time. However, Nevada Revised Statutes 78.138 currently provides that, except as otherwise provided in the
Nevada Revised Statutes, a director or officer shall not be individually liable to the Registrant 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 it is proven that (i) the
presumption established by Nevada Revised Statutes 78.138(3) has been rebutted, (ii) the director’s or officer’s acts or omissions
constituted a breach of his or her fiduciary duties as a director or officer, and (iii) such breach involved intentional misconduct, fraud
or a knowing violation of the law.
Pursuant
to the Registrant’s Amended and Restated Articles of Incorporation, as amended, it shall indemnify and hold harmless 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, by reason of the fact that he or she is or was or has agreed to become a director or
officer of the Registrant or is serving at the Registrant’s request as a director or officer of another entity or enterprise or
by reason of actions alleged to have been taken or omitted in such capacity or in any other capacity while serving as a director or officer,
to the fullest extent permitted by applicable law, against all loss, liability and expenses, including attorneys’ fees, costs, damages,
judgments, fines, amounts paid in settlement, and ERISA excise taxes or penalties, actually and reasonably incurred by or on behalf of
such person in connection with such action, suit or proceeding, including any appeal. This right to indemnification shall continue for
any person who has ceased to be a director or officer and shall inure to the benefit of his or her heirs, next of kin, executors, administrators
and legal representatives.
The Registrant’s
Amended and Restated Articles of Incorporation, as amended, also provide that it shall pay the expenses of directors and officers incurred
as a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative,
as they are incurred and in advance of the final disposition of the action, suit or proceeding, but, if applicable law so requires, only
upon receipt by the Registrant of an undertaking from the director or officer to repay the advanced amounts in the event it is ultimately
determined by a final decision, order or decree of a court of competent jurisdiction that the director or officer is not entitled to be
indemnified for such expenses.
The Registrant’s
Amended and Restated Bylaws, as amended, provide that the Registrant shall indemnify and hold harmless, to the fullest extent permitted
by the laws of the State of Nevada, each director or officer of the Registrant who was or is a party to, or is threatened to be made a
party to, or is otherwise involved in, any threatened, pending, or completed action, suit or proceeding (whether civil, criminal, administrative
or investigative, and including, without limitation, an action, suit or proceeding by or in the right of the Registrant), by reason of
the fact that he or she is or was a director or officer of the Registrant or is or was serving in any capacity at the request of the Registrant
as a director, officer, employee, agent, partner, member, manager or fiduciary of, or in any other capacity for, another corporation or
any partnership, joint venture, limited liability company, trust or other enterprise. Such indemnification shall be against all expense,
liability and loss (including, without limitation, attorneys’ fees, judgments, fines, taxes, penalties and amounts paid or to be
paid in settlement) reasonably incurred or suffered by such director or officer in connection with any such action, suit or proceeding;
provided that such director or officer either is not liable pursuant to Nevada Revised Statutes 78.138 or acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best interests of the Registrant, and with respect to any such action,
suit or proceeding that is criminal in nature, had no reasonable cause to believe that his or her conduct was unlawful. No such indemnification
shall be made to or on behalf of any such director or officer if a final adjudication establishes that his or her acts or omissions involved
intentional misconduct, fraud or a knowing violation of law and was material to the cause of action, or for any expenses of such director
or officer incurred in his or her capacity as a stockholder. The Amended and Restated Bylaws, as amended, also require that the expenses
of such directors and officers must be paid by the Registrant (or through insurance maintained, or other financial arrangements made,
by the Registrant) as such expenses are incurred and in advance of the final disposition of such action, suit or proceeding, upon receipt
of an undertaking by or on behalf of such director or officer to repay the amount if it is ultimately determined by a court of competent
jurisdiction that he or she is not entitled to be indemnified by the Registrant. Any indemnification of directors and officers under the
Amended and Restated Bylaws, as amended, shall inure to the benefit of their respective heirs, executors and administrators.
Section
78.7502 of the Nevada Revised Statutes permits a corporation to indemnify, pursuant to that statutory provision, a present or former director,
officer, employee or agent of the corporation, or of another entity or enterprise for which such person is or was serving in such capacity
at the request of the corporation, who was or is a party or is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, except an action by or in the right of the corporation, against expenses, including attorneys’ fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred in connection therewith, arising by reason of such person’s
service in such capacity if such person (i) is not liable pursuant to Section 78.138 of the Nevada Revised Statutes, or (ii) 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 a criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. In the case of actions
brought by or in the right of the corporation, however, no indemnification pursuant to Section 78.7502 of the Nevada Revised Statutes
may be made for any claim, issue or matter as to which such 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, such person is fairly and reasonably entitled to indemnity for such expenses as the court
deems proper.
Any discretionary
indemnification pursuant to Section 78.7502 of the Nevada Revised Statutes, unless ordered by a court or advanced to a director or officer
by the corporation in accordance with the Nevada Revised Statutes, may be made by a corporation only as authorized in each specific case
upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. Such determination
must be made (1) by the stockholders, (2) by the board of directors by majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding, (3) 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 (4) 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.
Section
78.751 of the Nevada Revised Statutes further provides that indemnification pursuant to Section 78.7502 of the Nevada Revised Statutes
does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under our Amended
and Restated Articles of Incorporation, as amended, or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise,
for either an action in the person’s official capacity or an action in another capacity while holding office, except that indemnification,
unless ordered by a court pursuant to Section 78.7502 of the Nevada Revised Statutes or for the advancement of expenses, 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, to
be liable for intentional misconduct, fraud or a knowing violation of law, and such misconduct, fraud or violation was material to the
cause of action.
The Registrant maintains
a general liability insurance policy that covers certain liabilities of directors and officers of the Registrant arising out of claims
based on acts or omissions in their capacities as directors or officers.
See also the undertakings
set out in response to Item 9 herein.
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;
(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)(1)(i) and (A)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the
purpose of determining any liability under the Securities Act, 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, 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 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 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.