Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Nevada Revised Statutes Sections 78.7502 and 78.751
provide us with the power to indemnify any of our directors and officers. The director or officer must have conducted themselves in good
faith and reasonably believe that their conduct was in, or not opposed to, our best interests. In a criminal action, the director, officer,
employee or agent must not have had reasonable cause to believe his/her conduct was unlawful. Under Nevada Revised Statutes Section 78.751,
advances for expenses may be made by agreement if the director or officer affirms in writing that they believe they have met the standards
and will personally repay the expenses if it is determined such officer or director did not meet the standards.
Our Articles of Incorporation provide that our officers
and directors shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada against
all expenses, liability and loss (including attorneys’ fees, judgments, fines and amounts paid or to be paid in settlement) reasonably
incurred or suffered by them in connection with any civil, criminal, administrative or investigative action, suit or proceeding related
to their service as an officer or director. Such right of indemnification shall be a contractual right which may be enforced in any manner
desired by such person. Registrant shall pay the expenses of officers and directors incurred in defending a civil or criminal action,
suit or proceeding as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction
that he/she is not entitled to be indemnified by us. Such right of indemnification shall not be exclusive of any other right which such
directors or officers may have or hereafter acquire. The indemnification provided in our Articles of Incorporation shall continue as to
a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators
of such person.
Our Articles of Incorporation also provide that we
may adopt bylaws to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and that we may purchase
and maintain insurance on behalf of any of our officers and directors. Our Bylaws provide that a director or officer shall have no personal
liability to us or our stockholders for damages for breach of fiduciary duty as a director or officer, except for damages for breach of
fiduciary duty resulting from (a) acts or omissions which involve intentional misconduct, fraud, or a knowing violation of law, or (b)
the payment of dividends in violation of Nevada Revised Statutes Section 78.300. We also maintain general liability and directors’
and officers’ insurance policies that cover certain liabilities of our directors and officers arising out of claims based on acts
or omissions in their capacities as directors or officers, including liabilities under the Securities Act.
Further, we have entered into employment agreements
with our executives which contain provisions requiring us to indemnify our executives from certain liabilities arising in the course of
their employment with us, and we may enter into similar indemnification agreements with each of our directors, executive officers, and
certain of our other employees in the future. Subject to limitations established under applicable Nevada law, federal securities laws,
our Articles of incorporation, and our Bylaws, these indemnification agreements may require us, among other things, to indemnify our directors
and executive officers for certain expenses and against certain liabilities including, among other things, attorneys’ fees, judgments,
fines, and settlement amounts actually and reasonably paid or incurred by such director or officer in any action, suit, or proceeding
arising out of their services as a director or officer or any other company or enterprise to which the person provides services at our
request. Subject to certain exceptions for breaches of fiduciary duty by such persons as described in the foregoing, these indemnification
agreements will also require us to advance certain expenses (including attorneys’ fees and disbursements) actually and reasonably
paid or incurred by these persons in advance of the final disposition of the action, suit, or proceeding. We believe these indemnification
agreements are necessary to attract and retain qualified individuals to serve as directors and executive officers.
These limitations of liability do not alter director
or officer liability under the federal securities laws and do not affect the availability of equitable remedies such as an injunction
or rescission.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions,
the Registrant has been informed that, in the opinion of the Commission, such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable.