Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 78.138 of the Nevada Revised Statutes
(“NRS”) provides that a director or officer will not be individually liable unless 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.
Article 9 of our Articles of Incorporation (“Limitation on Liability”)
provides as follows:
“Unless otherwise provided by law, a director
or officer is not individually liable to the Corporation or its stockholders or creditors for any damages as a result of any act or failure
to act in his individual capacity as a director or officer unless it is proven that his act or failure to act constituted a breach of
his fiduciary duties as a director or officer and his breach of those duties involved intentional misconduct, fraud, or a knowing violation
of law. If the NRS is amended to further eliminate or limit or authorize corporate action to further eliminate or limit the liability
of directors or officers, the liability of directors and officers of the corporation shall be eliminated or limited to the fullest extent
permitted by the NRS as so amended from time to time. Neither any amendment nor repeal of this Article, nor the adoption of any provision
of these Articles of Incorporation inconsistent with this Article, shall eliminate, reduce or otherwise adversely affect any limitation
on the personal liability of a director or officer of the corporation existing at the time of such amendment, repeal or adoption of such
an inconsistent provision.”
Section 78.7502 of the NRS permits a company
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 NRS 78.138 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 78.751 of NRS permits a Nevada company
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 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 company. Section 78.751 of NRS further permits the company to grant its directors and officers additional rights
of indemnification under its articles of incorporation or bylaws or otherwise.
Section 78.752 of NRS provides that a Nevada company
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 company, or is or was serving at the request of the company 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 company has the authority
to indemnify him against such liability and expenses.
Article 10 of our Articles of Incorporation (“Indemnification”)
provides as follows:
“Every person who was or is a party to,
or is threatened to be made a party to, or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative,
by the reason of the fact that he or she, or a person with whom he or she is a legal representative, is or was a director or officer of
the Corporation, or who is serving at the request of the Corporation as a director or officer of another corporation, or is a representative
in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible
under the laws of the State of Nevada from time to time against all expenses, liability and loss (including attorneys' fees, judgments,
fines, and amounts paid or to be paid in a settlement) reasonably incurred or suffered by him or her in connection therewith. The right
of indemnification shall be a contract right which may be enforced in any manner desired by such person. The expenses of officers and
directors incurred in defending a civil suit or proceeding must be paid by the Corporation as incurred and in advance of the final disposition
of the action, suit, or proceeding, under receipt of an undertaking by or on behalf of the 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 Corporation.
Such right of indemnification shall not be exclusive of any other right of such directors, officers or representatives may have or hereafter
acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification
under any bylaw agreement, vote of stockholders, provision of law, or otherwise, as well as their rights under this article.
Without limiting the application of the foregoing,
the Board of Directors may adopt bylaws from time to time with respect to indemnification, to provide at all times the fullest indemnification
permitted by the laws of the State of Nevada, and may cause the corporation to purchase or maintain insurance on behalf of any person
who is or was a director or officer of the corporation or who is serving at the request of the corporation as an officer, director or
representative of any other entity or other enterprise against any liability asserted against such person and incurred in any such capacity
or arising out of such status, whether or not the corporation would have the power to indemnify such person.
Any repeal or modification of the above provisions
of this Article, approved by the stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation
on the liability of a director or officer of the corporation existing as of the time of such repeal or modification. In the event of any
conflict between the above indemnification provisions, and any other Article of the Articles, the terms and provisions of this Article
shall control.”
The Company maintains a director and officer insurance
policy on behalf of any person who is or was a director or officer of the Company. Under such insurance policy, the directors and officers
of the Company are insured, within the limits and subject to the limitations of the policy, against certain expenses in connection with
the defense of certain claims, actions, suits or proceedings, and certain liabilities which might be imposed as a result of such claims,
actions, suits or proceedings, which may be brought against them by reason of being or having been such directors or officers.
Insofar as indemnification by us for liabilities
arising under the Securities Act may be permitted to our directors, officers or persons controlling the company pursuant to provisions
of our articles of incorporation and bylaws, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is
against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification
by such director, officer or controlling person of us 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 offered, we will, unless in the opinion of our counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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 this 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;
(iii) To include any material information with
respect to the Plan not previously disclosed in this Registration Statement or any material change to such information in this 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 by the Registrant pursuant to Section 13 or 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 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 this 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 Securities and Exchange 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.