Item 6. Indemnification of Directors and
Officers.
Sections 17-16-851 through
-856 of the Wyoming Statutes (the “Applicable Statutes”) provide that directors and officers of Wyoming corporations may,
under certain circumstances, be indemnified against expenses (including attorneys’ fees) and other liabilities actually and reasonably
incurred by them as a result of any suit brought against them in their capacity as a director or officer, if they acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal
action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. The Applicable Statutes also provide that
directors and officers may also be indemnified against expenses (including attorneys’ fees) incurred by them in connection with
a derivative suit if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of
the corporation, except that no indemnification may be made without court approval if such person was adjudged liable to the corporation.
Further, Article V of
our articles of incorporation, as amended, also provides as follows regarding our indemnification of our directors, officers, employees
and agents:
“[t]o the fullest extent permitted
by the Wyoming Business Corporation Act or any other applicable law as now in effect or as it may hereafter be amended, no person who
is or was a director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages for breach
of fiduciary duty as a director, except for liability for (A) the amount of financial benefit received by a director to which he
or she is not entitled; (B) an intentional infliction of harm on the Corporation or the Shareholders; (C) a violation of Section 17-16-833
of the Wyoming Business Corporation Act; or (D) an intentional violation of criminal law. If the Wyoming Business Corporation Act
is amended after the effective date of this Amendment to authorize corporate action further eliminating or limiting the personal liability
of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the
Wyoming Business Corporation Act, as so amended.
The Corporation shall indemnify to
the fullest extent permitted by the Wyoming Business Corporation Act, as the same may be amended and supplemented from time to time, any
and all persons whom it shall have power to indemnify under the Wyoming Business Corporation Act. The indemnification provided for herein
shall not be exclusive of any other rights to which those seeking indemnification may be entitled as a matter of law under any Bylaw,
agreement, vote of shareholders or disinterested directors of the Corporation, or otherwise, both as to action in such indemnified person’s
official capacity and as to action in another capacity while serving as a director, officer, employee, or agent of the Corporation, and
shall continue as to a person who has ceased to be a director, officer, employee, or agent of the Corporation, and shall inure to the
benefit of the heirs, executors and administrators of such person.
Any repeal or modification of this
Article V or amendment to the Wyoming Business Corporation Act shall not adversely affect any right or protection of a director,
officer, agent, or other person existing at the time of or increase the liability of any director, officer, agent, or other person of
the Corporation with respect to any acts or omissions of such director, officer, or agent occurring prior to, such repeal, modification,
or amendment.
The Corporation shall have the power
to purchase and maintain insurance 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 to another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted against such person and incurred by such person 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 liability under the
provisions of this Article V.”
Further, Article XIV
of our Bylaws also provides as follows regarding our indemnification of our directors, officers, employees and agents:
“The corporation shall indemnify any person
acting on its behalf in accord with the law of Wyoming. The indemnification provided hereby shall not be deemed exclusive of any other
right to which anyone seeking indemnification thereunder may be entitled under any bylaw, agreement, or otherwise, both as to action in
his official capacity and as to action in another capacity while holding such office. The corporation may purchase and maintain insurance
on the behalf of any Director, officer, agent, employee or former Director or officer or other person, against any liability asserted
against them and incurred by him.”
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;
|
|
(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% 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 (1)(i) and (1)(ii) of this section 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 Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
|
(2)
|
That, for the purpose of determining any liability under the Securities Act of 1933, 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 of 1933, each filing of the Registrant’s annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 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 of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to
the indemnification provisions summarized in Item 6, or otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission 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.