Item
6. Indemnification of Directors and Officers.
Subsection
(1) of Section 78.7502 of the Nevada General Corporation Law empowers a corporation to indemnify any person who was or is a party or
is threatened to be made a party of any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative (other than 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 another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including
attorney’s fees), judgment, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection
with the action, suit, or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not
opposed to be the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his or her conduct was unlawful.
Subsection
(2) of Section 78.7502 of the Nevada General Corporation Law empowers a corporation to 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 favor by reason of the fact that such person acted in any of the capacities set forth in subsection (1) enumerated above,
against expenses (including amounts paid in settlement and attorney’s fees) actually and reasonably incurred by him or her in connection
with the defense or settlement of such action or suit if the person 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 corporation except that no indemnification may be made in respect to any claim,
issue, or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that
the court in which such action or suit was brought determines that in view of all the circumstances of the case, such person is fairly
and reasonably entitled to indemnify for such expenses which the court shall deem proper.
Subsection
(3) of Section 78.7502 of the Nevada General Corporation Law provides that to the extent a director, officer, employee, or agent of a
corporation has been successful in the defense of any action, suit, or proceeding referred to in subsection (1) and (2) or in the defense
of any claim, issue, or matter therein, that person shall be indemnified against expenses (including attorney’s fees) actually
and reasonable incurred by him or her in connection therein.
Our
articles of incorporation provides that, to the fullest extent that limitations on the liability of directors and officers are permitted
by the Nevada Revised Statutes, no director or officer of the Company shall have any liability to the company or its stockholders for
monetary damages. The Nevada Revised Statutes provide that a corporation’s charter may include a provision which restricts or limits
the liability of its directors or officers to the corporation or its stockholders for money damages except: (1) to the extent that it
is provided that the person actually received an improper benefit or profit in money, property or services, for the amount of the benefit
or profit in money, property or services actually received, or (2) to the extent that a judgment or other final adjudication adverse
to the person is entered in a proceeding based on a finding in the proceeding that the person’s action, or failure to act, was
the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding. Our articles of
incorporation and bylaws provide that we shall indemnify and advance expenses to our currently acting and former directors to the fullest
extent permitted by the Nevada Revised Statutes and that we shall indemnify and advance expenses to our officers to the same extent as
our directors and to such further extent as is consistent with law.
The
articles and bylaws provide that we will indemnify our directors and officers and may indemnify its employees or agents to the fullest
extent permitted by law against liabilities and expenses incurred in connection with litigation in which they may be involved because
of their offices with us. However, nothing in our articles of incorporation or bylaws protects or indemnifies a director, officer, employee
or agent against any liability to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office. To the extent that a director has been successful in defense
of any proceeding, the Nevada Revised Statutes provide that he shall be indemnified against reasonable expenses incurred in connection
therewith.
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, we have been advised that in the opinion of the Commission such indemnification
is against public policy and is, therefore, unenforceable.
Item
9. Undertakings.
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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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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 and
of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC 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;
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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)(l)(i) and (a)(l)(ii) above 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 SEC by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the 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. |
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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. |
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 SEC 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 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 Act and will be governed by the final adjudication of such issue.