Item 6. Indemnification of Directors and Officers.
The
Registrant is a Nevada corporation and is generally governed by the Nevada Private Corporations Code, Title 78 of the Nevada Revised
Statutes (“NRS”).
Section
78.138 of the NRS provides that, unless the corporation’s articles of incorporation provide otherwise, 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.
Section
78.7502 of the NRS permits a Nevada corporation 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,
except an action by or on behalf of the corporation, 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 the NRS requires a corporation to indemnify its officers and directors if they have been successful on the merits or otherwise
in defense of any claim, issue, or matter resulting from their service as a director or officer.
Section
78.751 of the NRS permits a Nevada corporation 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 determination
by the stockholders, the disinterested board members, or by independent legal counsel. Section 78.751 of NRS requires a corporation to
advance expenses as incurred 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 corporation if
so provided in the corporation’s articles of incorporation, bylaws, or other agreement. Section 78.751 of the NRS further permits
the corporation to grant its directors and officers additional rights of indemnification under its articles of incorporation, bylaws
or other agreement.
Section
78.752 of the NRS provides that a Nevada corporation 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 corporation, or is or was serving at the request of the corporation
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 corporation has the authority to indemnify him against such liability and expenses.
The
Registrant’s Restated Bylaws implement the indemnification and insurance provisions permitted by Chapter 78 of the NRS by providing
that:
| ● | The
Registrant shall indemnify its directors and officers to the fullest extent permitted by
the NRS against expense, liability and loss reasonably incurred or suffered by them in connection
with their service as an officer or director; and |
| ● | The
Registrant may purchase and maintain insurance, or make other financial arrangements, on
behalf of any person who holds or who has held a position as a director, officer, or representative
against liability, cost, payment, or expense incurred by such person. |
At
the present time, there is no pending litigation or proceeding involving a director, officer, employee or other agent of the Registrant
in which indemnification would be required or permitted. The Registrant is not aware of any threatened litigation or proceeding which
may result in a claim for such indemnification.
The
Registrant has entered into separate indemnification agreements with all of its directors in addition to the indemnification provided
for in the Registrant’s articles of incorporation, as amended, and the Registrant’s amended and restated bylaws. These indemnification
agreements provide, among other things, that the Registrant will indemnify its directors for certain expenses, including damages, judgments,
fines, penalties, settlements and costs and attorneys’ fees and disbursements, incurred by a director in any claim, action or proceeding
arising in his or her capacity as a director of the Registrant or in connection with service at the Registrant’s request for another
corporation or entity. The indemnification agreements also provide for procedures that will apply in the event that a director makes
a claim for indemnification.
The
Registrant also maintains a directors’ and officers’ insurance policy pursuant to which the Registrant’s directors
and officers are insured against liability for actions taken in their capacities as directors and officers.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us
pursuant to the foregoing provisions, we have been informed that in the opinion of the Commission, such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
Item 9. Undertakings.
| (a) |
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: |
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(i) |
To include any prospectus required by Section 10(a)(3) of the Securities Act; |
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|
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(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. 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 20 percent
change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective
registration statement; and |
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|
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(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 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 reports filed with or furnished to the Commission by the Registrant pursuant to Section 13
or 15(d) of the Exchange Act that are incorporated by reference in this registration statement.
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(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. |
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(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 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.