Item
6. indemnification OF DIRECTORS AND OFFICERS.
The
Registrant’s Third Amended and Restated Bylaws provide that, to the fullest extent permitted by the laws of the State of
Nevada, the Registrant shall 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 by reason of the fact that such person
is or was a director, officer, employee or agent of the Registrant, or is or was serving at the request of the Registrant as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including
attorneys’ fees), judgment, fines and amounts paid in settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the Registrant, and with respect to any criminal action or proceeding, had no reasonable cause to believe
such person’s 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, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person
reasonably believed to be in or not opposed to the best interests of the Registrant, and with respect to any criminal action proceeding,
had reasonable cause to believe that such person’s conduct was unlawful.
The
Registrant’s Third Amended and Restated Bylaws also provide that, to the fullest extent permitted by Nevada law, the Registrant
shall 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 Registrant to procure a judgment in the Registrant’s favor by reason of the fact that such person
is or was a director, officer, employee or agent of the Registrant, or is or was serving at the request of the Registrant as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including
attorney’s fees) actually and reasonably incurred by such person in connection with the defense of such action or suit if such
person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Registrant;
provided, however, that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have
been adjudged by a court of competent jurisdiction to be liable for gross negligence or willful misconduct in the performance of such
person’s duty to the Registrant unless and only to the extent that, the court in which such action or suit was brought shall determine
upon application that, despite circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses
as such court shall deem proper.
To
the extent that 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 Securities Act and is therefore unenforceable. If 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 any of the Registrant’s directors, officers
or controlling persons in connection with the securities being registered, the Registrant will, unless in the opinion of counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by the Registrant is against public policy as expressed in the Securities Act and will be governed by the final adjudication of that
issue.
The
Registrant may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Registrant,
or is or was serving at the request of the Registrant as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against any liability assessed against such person in any such capacity or arising out of such
person’s status as such, whether or not it would have the power to indemnify such person against such liability.