Item 6. Indemnification of Directors and
Officers.
The
Registrant’s bylaws provide for the indemnification of the
Registrant’s officers and directors to the fullest extent
permitted by the laws of the State of Nevada and may, if and to the
extent authorized by our board of directors, so indemnify the
Registrant’s officers and any other person whom the
Registrant has the power to indemnify against liability, reasonable
expense or other matter. This indemnification policy could result
in substantial expenditure by the Registrant, which the Registrant
may be unable to recoup.
The
Registrant’s bylaws provide that none of the
Registrant’s directors shall be personally liable to the
Registrant or its shareholders for monetary damages for a breach of
fiduciary duty as a director or officer; provided, however, that
the foregoing provisions shall not eliminate or limit the liability
of a director or officer for acts or omissions which involve
intentional misconduct, fraud or knowing violation of law, or the
unlawful payment of dividends. Limitations on liability provided
for in the Registrant’s articles of incorporation do not
restrict the availability of non-monetary remedies and do not
affect a director’s responsibility under any other law, such
as the federal securities laws or state or federal environmental
laws.
The
Registrant believes that these provisions will assist the
Registrant in attracting and retaining qualified individuals to
serve as executive officers and directors. The inclusion of these
provisions in the Registrant’s articles of incorporation may
have the effect of reducing a likelihood of derivative litigation
against the Registrant’s directors and may discourage or
deter shareholders or management from bringing a lawsuit against
directors for breach of their duty of care, even though such an
action, if successful, might otherwise have benefited the
Registrant or its shareholders.
Insofar
as indemnification by the Registrant for liabilities arising under
the Exchange Act may be permitted to the Registrant’s
directors, officers and controlling persons pursuant to provisions
of the articles of incorporation and bylaws, or otherwise, the
Registrant has been advised that in the opinion of the Commission,
such indemnification is against public policy and is, therefore,
unenforceable. In the event that a claim for indemnification by
such 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 offered, 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 the
Registrant is against public policy as expressed in the Exchange
Act and will be governed by the final adjudication of such
issue.
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.
Under the bylaws, the Registrant has the power to
purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee, or agent of the Registrant or is
or was serving at the request of the Registrant as a director,
officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise against any liability
asserted against him and incurred by him in any such capacity or
arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under
the bylaws. The Registrant may purchase and maintain
insurance on behalf of any person who is or was a director or
officer against any loss arising from
any claim asserted against him or her and incurred by him or her in
any such capacity, subject to certain
exclusions.
The
Registrant may enter into indemnification agreements with its
directors, executive officers and others, in addition to
indemnification provided for in the Registrant’s
bylaws.
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.