Item
6. Indemnification of Directors and Officers.
Our
Bylaws contain a provision entitling any director or executive officer to indemnification against its liability under the Securities
Act. The Nevada Revised Statutes allows a company to indemnify its 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 Registrant. 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.
Provided
the terms and conditions of these provisions under Nevada law are met, officers, directors, employees, and agents of the Registrant
may be indemnified against any cost, loss, or expense arising out of any liability under the Securities Act. Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant,
we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy
and is, therefore, unenforceable.
The
Nevada Revised Statutes, stated herein, provide further for permissive indemnification of officers and directors.
A.
NRS 78.7502. Discretionary and mandatory indemnification of officers, directors, employees and agents: General provisions.
1.
A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the
right of the corporation, by reason of the fact that he 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 corporation, partnership,
joint venture, trust or other enterprise, against expenses, including attorney’s fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith
and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable
cause to believe that his conduct was unlawful.
2.
A corporation may 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 its favor by reason of the fact that he
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 corporation, partnership, joint venture, trust or other enterprise against expenses,
including amounts paid in settlement and attorney’s fees actually and reasonably incurred by him in connection with the
defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which
such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable
to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which
the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances
of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
3.
To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, the
corporation shall indemnify him against expenses, including attorney’s fees, actually and reasonably incurred by him in
connection with the defense.
B.
NRS 78.751. Authorization required for discretionary indemnification; advancement of expenses; limitation on indemnification
and advancement of expenses.
1.
Any discretionary indemnification under NRS 78.7502 unless ordered by a court or advanced pursuant to subsection 2, may be made
by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances. The determination must be made:
(a)
By the stockholders;
(b)
By the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;
c)
If a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent
legal counsel in a written opinion; or
(d)
If a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent
legal counsel in a written opinion.
2.
The articles of incorporation, the Bylaws or an agreement made by the corporation may provide that the expenses of officers and
directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred.
3.
The indemnification and advancement of expenses authorized in NRS 78.7502 or ordered by a court pursuant to this section:
(a)
Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the
articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an
action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless
ordered by a court pursuant to or for the advancement of expenses made pursuant to subsection 2, may not be made to or on behalf
of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud
or a knowing violation of the law and was material to the cause of action.
(b)
Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors
and administrators of such a person.
C.
NRS 78.752. Insurance and other financial arrangements against liability of directors, officers, employees and agents.
1.
A 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 corporation, 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.
2.
The other financial arrangements made by the corporation pursuant to subsection 1 may include the following:
(a)
The creation of a trust fund.
(b)
The establishment of a program of self-insurance.
(c)
The securing of its obligation of indemnification by granting a security interest or other lien on any assets of the corporation.
(d)
The establishment of a letter of credit, guaranty or surety. No financial arrangement made pursuant to this subsection may provide
protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable
for intentional misconduct, fraud or a knowing violation of law, except with respect to the advancement of expenses or indemnification
ordered by a court.
3.
Any insurance or other financial arrangement made on behalf of a person pursuant to this section may be provided by the corporation
or any other person approved by the board of directors, even if all or part of the other persons stock or other securities is
owned by the corporation.
4.
In the absence of fraud:
(a)
The decision of the board of directors as to the propriety of the terms and conditions of any insurance or other financial arrangement
made pursuant to this section and the choice of the person to provide the insurance or other financial arrangement is conclusive;
and
(b)
The insurance or other financial arrangement:
1.
Is not void or voidable; and
2.
Does not subject any director approving it to personal liability for his action, even if a director approving the insurance or
other financial arrangement is a beneficiary of the insurance or other financial arrangement.
5.
A corporation or its subsidiary which provides self-insurance for itself or for another affiliated corporation pursuant to this
section is not subject to the provisions of Title 57 of the Nevada Revised Statutes.
The
Nevada Revised Statutes, stated herein, provides further for permissive indemnification of officers and directors.
The
Registrant, with approval of the Registrants Board of Directors, may obtain directors and officers liability insurance.
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 of 1933, as amended (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) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 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 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 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 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 Securities Exchange Act of 1934, as
amended (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 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.