Item 6.
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Indemnification of Directors and Officers.
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Section 78.138 of the
Nevada Revised Statutes provides that a director or officer is not 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 capacity as a director or officer unless it is proven
that (1) his act or failure to act constituted a breach of his fiduciary duties as a director or officer and (2) his breach of
those duties involved intentional misconduct, fraud or a knowing violation of law.
This provision is intended
to afford directors and officers protection against and to limit their potential liability for monetary damages resulting from
suits alleging a breach of the duty of care by a director or officer. As a consequence of this provision, the Registrant’s
stockholders will be unable to recover monetary damages against directors or officers for actions taken by them that may constitute
negligence or gross negligence in performance of their duties unless such conduct falls within one of the foregoing exceptions.
The provision, however, does not alter the applicable standards governing a director’s or officer’s fiduciary duty
and does not eliminate or limit the right of the Registrant or any of its stockholders to obtain an injunction or any other type
of non-monetary relief in the event of a breach of fiduciary duty.
The Registrant’s
Articles of Incorporation, as amended, and amended and restated bylaws provide for indemnification of directors, officers, employees
or agents of the Registrant to the fullest extent permitted by Nevada law (as amended from time to time). Section 78.7502
of the Nevada Revised Statutes provides that such indemnification may only be provided if the person acted in good faith and in
a manner he reasonably believed to be in, or not opposed to, the best interest of the Registrant and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was unlawful.
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(a)
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The undersigned Registrant hereby undertakes:
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(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 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 this registration statement;
Provided, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8 and 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 Securities Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in the 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 herein, 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.
(4) 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 this 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 existing provisions or arrangements whereby the Registrant may indemnify a trustee,
officer or controlling person of the Registrant against liabilities arising under the Securities Act, 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 trustee,
officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by
such trustee, 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.