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Item
6.
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Indemnification
of Directors and Officers.
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The
only statute, charter provision, bylaw, contract, or other arrangement under which any controlling person, director or officer
of the Company is insured or indemnified in any manner against any liability which he or she may incur in his or her capacity
as such, is as follows:
(a)
Subsection 1 of Section 78.7502 of the Nevada Revised Statutes (“NRS”) 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, 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 attorneys’ 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.”
Subsection
2 of Section 78.7502 of the NRS 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 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 attorneys’ 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.”
Subsection
3 of Section 78.7502 of the NRS further provides that “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 herein, he must be indemnified by the corporation against expenses, including attorneys’
fees, actually and reasonably incurred by him in connection with the defense.”
(b)
Article 42 of the Amended and Restated Memorandum of Association (the “Memorandum and Articles”) of the Company provides
that every Director, Secretary, or other officer of the Company (including alternate directors, proxy directors and former directors
and officers), any trustee for the time being acting in relation to the Company (including any nominee shareholder holding shares
in the Company) and their heirs and personal representatives (each an “Indemnified Person”) shall be entitled to be
indemnified out of the assets of the Company against all actions, proceedings, costs, damages, expenses, claims, losses or liabilities
which they or any of them may sustain or incur by reason of any act done or omitted in or about the execution of the duties of
their respective offices or trusts or otherwise in relation thereto, including any liability incurred by him in defending any
proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted except to the extent
that any of the foregoing arise through his dishonesty.
No
Indemnified Person shall be liable (a) for any loss, damage or misfortune whatsoever which may happen to or be incurred by the
Company in the execution of the duties, powers, authorities or discretions of his office or in relation thereto, (b) for the acts,
receipts, neglects, defaults or omissions of any other such Director or person or (c) by reason of his having joined in any receipt
for money not received by him personally or (d) for any loss on account of defect of title to any property of the Company or (e)
on account of the insufficiency of any security in or upon which any money of the Company shall be invested or (f) for any loss
incurred through any bank, broker or other agent or (g) for any loss occasioned by any negligence, default, breach of duty, breach
of trust, error of judgement or oversight on his part or (h) for any other loss or damage due to any such cause as aforesaid except
to the extent that any of the foregoing arise through his dishonesty.
The
Company shall advance to each Indemnified Person reasonable attorneys’ fees and other costs and expenses incurred in connection
with the defense of any action, suit, proceeding or investigation involving such Indemnified Person for which indemnity will or
could be sought. In connection with any advance of any expenses hereunder, the Indemnified Person shall execute an undertaking
to repay the advanced amount to the Company if it shall be determined by final judgment or other final adjudication that such
Indemnified Person was not entitled to indemnification pursuant to this Article. If it shall be determined by a final judgment
or other final adjudication that such Indemnified Person was not entitled to indemnification with respect to such judgment, costs
or expenses, then such party shall not be indemnified with respect to such judgment, costs or expenses and any advancement shall
be returned to the Company (without interest) by the Indemnified Person.
The
Directors, on behalf of the Company, may purchase and maintain insurance for the benefit of any Director or other officer of the
Company against any liability which, by virtue of any rule of law, would otherwise attach to such person in respect of any negligence,
default, breach of duty or breach of trust of which such person may be guilty in relation to the Company.
Insofar
as indemnification by us for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling
persons pursuant to provisions of the Memorandum and Articles, or otherwise, we have 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 us 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, we will, unless in the opinion
of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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:
(a)
To include any prospectus required by Section 10(a)(3) of the Securities Act;
(b)
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; and
(c)
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 (1)(a) and (1)(b) 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 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 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.