Item 6. Indemnification of Directors and Officers.
The Nevada Revised Statutes (NRS) empower us to
indemnify our directors and officers against expenses relating to certain actions, suits or proceedings as provided for therein. In order
for such indemnification to be available, the applicable director or officer must not have acted in a manner that constituted a breach
of his or her fiduciary duties and involved intentional misconduct, fraud or a knowing violation of law, or must have acted in good faith
and reasonably believed that his or her conduct was in, or not opposed to, our best interests. In the event of a criminal action, the
applicable director or officer must not have had reasonable cause to believe his or her conduct was unlawful.
Pursuant to our articles, we may indemnify each
of our present and future directors, officers, employees or agents who becomes a party or is threatened to be made a party to any suit
or proceeding, whether pending, completed or merely threatened, and whether said suit or proceeding is civil, criminal, administrative,
investigative, or otherwise, except an action by or in the right of the Company, by reason of the fact that he is or was a director, officer,
employee, or agent of the Company, 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, but not limited to, attorneys’
fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit, proceeding
or settlement, provided such person acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best
interest of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
The expenses of directors, officers, employees
or agents of the Company incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Company as they are
incurred and in advance of the final disposition of the action, suit, or proceeding, if and only if the director, officer, employee or
agent undertakes to repay said expenses to the Company if it is ultimately determined by a court of competent jurisdiction, after exhaustion
of all appeals therefrom, that he is not entitled to be indemnified by the corporation.
No indemnification shall be applied, and any advancement
of expenses to or on behalf of any director, officer, employee or agent must be returned to the Company, if a final adjudication establishes
that the person’s acts or omissions involved a breach of any fiduciary duties, where applicable, intentional misconduct, fraud or
a knowing violation of the law which was material to the cause of action.
The NRS further provides that 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. We have secured a directors’ and officers’ liability
insurance policy. We expect that we will continue to maintain such a policy.