Item 6. Indemnification of Directors and Officers
The Company's Articles of Incorporation
entitle any present and future director or executive officer to be indemnified and held harmless from any action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact that he, or a person of whom he is the legal representative,
is or was a director or officer of the corporation, to the fullest extent legally permissible under the laws of the State of Nevada.
The Nevada Revised Statutes allow us to
indemnify our officers, directors, employees, and agents from any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, except under certain circumstances. Indemnification may only occur if
a determination has been made that the officer, director, employee, or agent acted in good faith and in a manner, which such person
believed to be in the best interests of the corporation. A determination may be made by the shareholders; by a majority of the
directors who were not parties to the action, suit, or proceeding confirmed by opinion of independent legal counsel; or by opinion
of independent legal counsel in the event a quorum of directors who were not a party to such action, suit, or proceeding does not
exist.
The expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding may be paid by us as they are incurred and in advance of the
final disposition of the action, suit or proceeding, if and only if the officer or director undertakes to repay said expenses to
us if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by us.
The indemnification and advancement of
expenses may not be made to or on behalf of any officer or director if a final adjudication establishes that the officer's or director's
acts or omission involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action.
Our Articles of Incorporation and our By-Laws
entitle any director or executive officer to be indemnified and held harmless from any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he, or a person of whom he is the legal representative, is
or was a director or officer of the corporation, to the fullest extent legally permissible under the laws of the State of Nevada.
The Nevada Revised Statutes allow a company
to indemnify our officers, directors, employees, and agents from any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, except under certain circumstances. Indemnification may only occur if
a determination has been made that the officer, director, employee, or agent acted in good faith and in a manner, which such person
believed to be in the best interests of the corporation. A determination may be made by the stockholders; by a majority of the
directors who were not parties to the action, suit, or proceeding confirmed by opinion of independent legal counsel; or by opinion
of independent legal counsel in the event a quorum of directors who were not a party to such action, suit, or proceeding does not
exist.
It is the position of the Securities and
Exchange Commission ("Commission") that indemnification against liabilities for violations under the federal securities
laws, rules and regulations is against public policy. See paragraph 3 of Item 9 below.
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 20% change in the maximum aggregate offering price set forth
in the “Calculation of Registration Fee” table in the effective 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 the registration statement;
provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, 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 Commission 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 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.