Item
6.
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Indemnification
of Directors and Officers.
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Article
XIII of the Company’s Bylaws, as amended, provides that the Company shall indemnify all of its directors, officers and employees
to the extent authorized and permitted by Article 109 of the Colorado Business Corporation Act, as amended (the “CBCA”).
The
provisions of Article 109 of the CBCA are as follows:
7-109-106.
Determination and authorization of indemnification of directors.
(1)
A corporation may not indemnify a director under section 7-109-102 unless authorized in the specific case after a determination
has been made that indemnification of the director is permissible in the circumstances because the director has met the standard
of conduct set forth in section 7-109-102. A corporation shall not advance expenses to a director under section 7-109-104 unless
authorized in the specific case after the written affirmation and undertaking required by section 7-109-104 (1) (a) and (1) (b)
are received and the determination required by section 7-109-104 (1) (c) has been made.
(2)
The determinations required by subsection (1) of this section shall be made:
(a)
By the board of directors by a majority vote of those present at a meeting at which a quorum is present, and only those directors
not parties to the proceeding shall be counted in satisfying the quorum; or
(b)
If a quorum cannot be obtained, by a majority vote of a committee of the board of directors designated by the board of directors,
which committee shall consist of two or more directors not parties to the proceeding; except that directors who are parties to
the proceeding may participate in the designation of directors for the committee.
(3)
If a quorum cannot be obtained as contemplated in paragraph (a) of subsection (2) of this section, and a committee cannot be established
under paragraph (b) of subsection (2) of this section, or, even if a quorum is obtained or a committee is designated, if a majority
of the directors constituting such quorum or such committee so directs, the determination required to be made by subsection (1)
of this section shall be made:
(a)
By independent legal counsel selected by a vote of the board of directors or the committee in the manner specified in paragraph
(a) or (b) of subsection (2) of this section or, if a quorum of the full board cannot be obtained and a committee cannot be established,
by independent legal counsel selected by a majority vote of the full board of directors; or
(b)
By the shareholders.
(4)
Authorization of indemnification and advance of expenses shall be made in the same manner as the determination that indemnification
or advance of expenses is permissible; except that, if the determination that indemnification or advance of expenses is permissible
is made by independent legal counsel, authorization of indemnification and advance of expenses shall be made by the body that
selected such counsel.
7-109-109.
Limitation of indemnification of directors.
(1)
A provision treating a corporation’s indemnification of, or advance of expenses to, directors that is contained in its articles
of incorporation or bylaws, in a resolution of its shareholders or board of directors, or in a contract, except an insurance policy,
or otherwise, is valid only to the extent the provision is not inconsistent with sections 7-109-101 to 7-109-108. If the articles
of incorporation limit indemnification or advance of expenses, indemnification and advance of expenses are valid only to the extent
not inconsistent with the articles of incorporation.
(2)
Sections 7-109-101 to 7-109-108 do not limit a corporation’s power to pay or reimburse expenses incurred by a director in
connection with an appearance as a witness in a proceeding at a time when the director has not been made a named defendant or
respondent in the proceeding.
7-109-110.
Notice to shareholders of indemnification of director.
If
a corporation indemnifies or advances expenses to a director under this article in connection with a proceeding by or in the right
of the corporation, the corporation shall give written notice of the indemnification or advance to the shareholders with or before
the notice of the next shareholders’ meeting. If the next shareholder action is taken without a meeting at the instigation
of the board of directors, such notice shall be given to the shareholders at or before the time the first shareholder signs a
writing consenting to such action.
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;
(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 the undertakings set forth in paragraphs (i) and (ii) above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in periodic 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 the 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 Section 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 provisions described under Item 6 above, 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 Company of expenses incurred or paid by a 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.