Item 6. Indemnification of Directors
and Officers
Article V of the registrant’s Bylaws provides as follows:
Section 501 - Right to Indemnification
Any person who was, is, or is threatened to be made a party
to any action or proceeding, whether civil or criminal (including an action by or in the right of the Corporation or any other
corporation, partnership, join venture, trust, employee benefit plan or other enterprise which any director or officer of the
Corporation served in any capacity at the request of this Corporation), by reason of the fact that he, his testator or intestate,
is or was a director or officer of the Corporation, or served such other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise in any capacity, shall be indemnified by the Corporation against all judgments, fines, amounts
paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred in connection with
the defense or appeal of any such action or proceeding, and against any other amounts, expenses and fees similarly incurred; provided
that no indemnification shall be made to or on behalf of any director or officer where indemnification is prohibited by applicable
law. This right of indemnification shall include the right of a director or officer to receive payment from the Corporation for
expenses incurred in defending or appealing any such action or proceeding in advance of its final disposition; provided that the
payment of expenses in advance of the final disposition of an action or proceeding shall be made only upon delivery to the Corporation
of an undertaking by or on behalf of the director or officer to repay all amounts so advanced if it should be determined ultimately
that the director or officer is not entitled to be indemnified. The preceding right of indemnification shall be a contract right
enforceable by the director or officer with respect to any claim, cause of action, action or proceeding accruing or arising while
this Bylaw shall be in effect.
Section 502 - Authorization of Indemnification
Any indemnification provided for by Section 501 shall be authorized
in any manner provided by applicable law or, in the absence of such law;
(a) By
the Board of Directors acting by a quorum of directors who are not parties to such action or proceeding, upon a finding that there
has been no judgment or other final adjudication adverse to the director or officer which establishes that his acts were committed
in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or
that he personally gained in fact a financial profit or other advantage to which he was not legally entitled; or
(b) If
a quorum under clause (a) is not obtainable, (i) by the Board upon the opinion in writing of independent legal counsel that indemnification
is proper in the circumstances because there has been no such judgment or other final adjudication adverse to the director or
officer, or (ii) by the shareholders upon a finding that there has been no such judgment or other final adjudication adverse to
the director or officer.
Section 503 - Right of Claimant to Bring Suit
If a claim of indemnification is not paid in full by the Corporation
within ninety days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also
be entitled to recover the expenses of prosecuting such claim.
Section 504 - Non-Exclusivity of Rights
The rights conferred on any person under this Article shall
not be exclusive of any other right which may exist under any statute, provision of the Certificate of Incorporation, Bylaw, agreement,
vote of shareholders or disinterested directors or otherwise.
Section 505 - Insurance
Subject to the laws of New York, the Corporation may maintain
insurance, as its expense, to protect itself and any director, officer, employee or agent of the Corporation against any expense,
liability or loss of the general nature contemplated by this Article, whether or not the Corporation would have the power to indemnify
such person against such expense, liability or loss under the laws of New York.
Section 506 - Severability
It is the intent of the Corporation to indemnify its officers
and directors to the fullest extent authorized by the laws of New York as they now exist or may hereafter be amended. If any portion
of this Article shall for any reason be held invalid or unenforceable by judicial decision or legislative amendment, the valid
and enforceable provisions of this Article will continue to be given effect and shall be construed so as to provide the broadest
indemnification permitted by law.
Item 9. Undertakings
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) (section 230.424(b)) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fees” table in the effective registration statement;
(iii) to
include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement;
provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by these
paragraphs is contained in reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in this 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 Plan;
4. 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 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the 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; and
5. 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 foregoing provisions, 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.