Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation
Law (the “DGCL”) provides that a corporation may indemnify directors and officers as well as other employees and individuals
against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by
such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party
by reason of such person being or having been a director, officer, employee or agent of the corporation. Section 145 of the DGCL also
provides that expenses (including attorneys’ fees) incurred by a director or officer in defending an action may be paid by a corporation
in advance of the final disposition of an action if the director or officer undertakes to repay the advanced amounts if it is determined
such person is not entitled to be indemnified by the corporation. The DGCL provides that Section 145 is not exclusive of other rights
to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise. The Registrant’s By-laws provide that, to the fullest extent permitted by law, the Registrant shall indemnify and hold
harmless any person who was or is made or is threatened to be made a party or is otherwise involved in any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such person, or the person
for whom he is the legally representative, is or was a director or officer of the Registrant, against all liabilities, losses, expenses
(including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in
connection with such proceeding.
Section 102(b)(7) of the DGCL permits a corporation
to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s
duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions,
or (iv) for any transaction from which the director derived an improper personal benefit. The Registrant’s Certificate of Incorporation
provides for such limitation of liability.
The Registrant’s By-laws provide for the
indemnification of, and advancement of expenses to, directors and officers of the Registrant (and, at the discretion of the Board, employees
and agents of the Registrant to the extent that Delaware law permits the Registrant to provide indemnification to such persons) in excess
of the indemnification and advancement otherwise permitted under Section 145 of the DGCL, subject only to limits created by applicable
Delaware law (statutory or non-statutory), with respect to actions for breach of duty to the Registrant, its stockholders and others.
The provision does not affect directors’ responsibilities under any other laws, such as the federal securities laws or state or
federal environmental laws.
The Registrant has entered into agreements
with its directors and executive officers, that require the Registrant to indemnify such persons to the fullest extent permitted by law,
against expenses, judgments, fines, settlements and other amounts incurred (including attorneys’ fees), and advance expenses if
requested by such person, in connection with investigating, defending, being a witness in, participating, or preparing for any threatened,
pending, or completed action, suit, or proceeding or any alternative dispute resolution mechanism, or any inquiry, hearing, or investigation
(collectively, a “Proceeding”), relating to any event or occurrence that takes place either prior to or after the execution
of the indemnification agreement, related to the fact that such person is or was a director or officer of the Registrant, or while a
director or officer is or was serving at the request of the Registrant as a director, officer, employee, trustee, agent, or fiduciary
of another foreign or domestic corporation, partnership, joint venture, employee benefit plan, trust, or other enterprise, or was a director,
officer, employee, or agent of a foreign or domestic corporation that was a predecessor corporation of the Registrant or of another enterprise
at the request of such predecessor corporation, or related to anything done or not done by such person in any such capacity, whether
or not the basis of the Proceeding is alleged action in an official capacity as a director, officer, employee, or agent or in any other
capacity while serving as a director, officer, employee, or agent of the Registrant. Indemnification is prohibited on account of any
Proceeding in which judgment is rendered against such persons for an accounting of profits made from the purchase or sale by such persons
of securities of the Registrant pursuant to the provisions of Section 16(b) of the Exchange Act or similar provisions of any federal,
state, or local laws. The indemnification agreements also set forth certain procedures that will apply in the event of a claim for indemnification
thereunder.
The Registrant has entered into a Registration
Rights Agreement, dated September 19, 2013 (the “Registration Rights Agreement”), with Venator Merchant Fund, L.P., which
is the selling stockholder under the Registrant’s resale registration statement on Form S-3 originally filed with the Commission
on September 19, 2013 and declared effective on November 7, 2013 (the “Selling Stockholder”). The Selling Stockholder is an
investment limited partnership controlled by our Chairman of the Board, Marc Gabelli. Mr. Gabelli is the President and Sole Member of
Venator Global, LLC, which is the sole general partner of the Selling Stockholder. Pursuant to the Registration Rights Agreement, the
Registrant agreed to indemnify and hold harmless the Selling Stockholder and each transferee thereof in accordance with the terms of the
Registration Rights Agreement (each, a “Holder”), each director, officer, partner and agent of each Holder, any underwriter
(as defined in the Securities Act), and each person, if any, who controls each Holder (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act), against any losses, claims, damages or liabilities, joint or several, to which they may become
subject under the Securities Act and applicable state securities laws insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in
the registration statement, including any preliminary prospectus or final prospectus forming a part of the registration statement or any
amendments or supplements thereto, arise out of or are based upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading in light of the circumstances, or arise out of any violation
by the Registrant of any rule or regulation promulgated under the Securities Act applicable to the Registrant and relating to action or
inaction required of the Registrant in connection with any such registration. The Registrant also agreed to reimburse each such person
for any legal or other expenses reasonably incurred by him in connection with investigating or defending any such loss, claim, damage,
liability or action.
The Registrant may purchase and maintain insurance
on behalf of any person who is or was a director, officer or employee of the Registrant, or is or was serving at the request of the Registrant
as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise against liability
asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Registrant would
have the power to indemnify him against liability under the provisions of this section. The Registrant currently maintains such insurance.
The right of any person to be indemnified is
subject always to the right of the Registrant by the Board, in lieu of such indemnity, to settle any such claim, action, suit or proceeding
at the expense of the Registrant by the payment of the amount of such settlement and the costs and expenses incurred in connection therewith.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers or persons controlling 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 of expenses incurred or paid by a director, officer or controlling person in a successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to the 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.
At present, there is no pending litigation or
proceeding involving any of our directors, officers or employees as to which indemnification is sought, nor are we aware of any threatened
litigation or proceeding that may result in claims for indemnification.
The foregoing summaries are qualified in their
entirety by the terms and provisions of such arrangements.