Item
6. Indemnification of Directors and Officers.
Section 145(a) of the General Corporation
Law of the State of Delaware (“Delaware Corporation Law”) provides, in general, that a corporation shall have the
power to 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 (other than an action by or in the right
of the corporation), because the person is or was a director or officer of the corporation. Such indemnity may be against expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person
in connection with such action, suit or proceeding, if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation and if, with respect to any criminal action or proceeding, the
person did not have reasonable cause to believe the person’s conduct was unlawful.
Section 145(b)
of the Delaware Corporation Law provides, in general, that a corporation shall have the power to 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 corporation to procure a judgment in its favor because the person is or was a director or officer of the corporation, against
any expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or
settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity
for such expenses which the Court of Chancery or such other court shall deem proper.
Article Seventh of the Registrant’s
Restated Certificate of Incorporation provide for indemnification and/or exculpation to the fullest extent authorized
by the Delaware Corporation Law for any person who is or was a director or officer of the Registrant who is or was involved or
threatened to be made so involved in any proceeding, whether civil, criminal, administrative or investigative, by reason of the
fact that such person is or was serving as a director or officer of the Registrant or was serving at the request of the Registrant
as a director or officer of any other enterprise. Article 9 of the Registrant’s By-Laws provides that subject
to the provisions of Delaware Corporation Law, the Registrant shall indemnify any person against liabilities and other expenses
incurred in connection with services to the Registrant if it is determined that such person acted in good faith and in a manner
which such person reasonably believed was in the best interest of the Registrant.
The foregoing is only a general summary of certain
aspects of Delaware law and the Registrant’s organizational documents dealing with indemnification of directors and officers,
and does not purport to be complete. It is qualified in its entirety by reference to the detailed provisions of Section 145
of the Delaware Corporation Law, Article Seventh of the Registrant’s Certificate of Incorporation and Article 9 of
the Registrant’s By-Laws.
Item
9. Undertakings.
(a)
The 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 paragraphs (a) (1) (i) and (a) (1) (ii) herein do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act (15 U.S.C. 78m or 78o (d)) 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 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 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.
(h)
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 foregoing provisions, 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 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 Securities Act and will
be governed by the final adjudication of such issue.