Item 6. Indemnification of Officers and Directors.
The
Registrant is incorporated under the laws of the State of Delaware. Reference is made to Section 102(b)(7) of the Delaware General Corporation
Law (“DGCL”), which enables a corporation in its original certificate of incorporation or an amendment thereto to eliminate
or limit the personal liability of a director for violations of the director’s fiduciary duty, except (1) for any breach of the
director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) pursuant to Section 174 of the DGCL, which provides for liability of directors
for unlawful payments of dividends or unlawful stock purchase or redemptions, or (4) for any transaction from which the director derived
an improper personal benefit.
Section
145(a) of the DGCL provides, in general, that a corporation may 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 such person is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, 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 he or she acted
in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Section
145(b) of the DGCL provides, in general, that a corporation may 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, officer, employee or agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses
(including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such
action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests
of the corporation, except that no indemnification shall be made with respect to any claim, issue or matter as to which he or she shall
have been adjudged to be liable to the corporation unless and only to the extent that the adjudicating court determines that, despite
the adjudication of liability but in view of all of the circumstances of the case, he or she is fairly and reasonably entitled to indemnity
for such expenses which the adjudicating court shall deem proper.
Section
145(g) of the DGCL provides, in general, that a corporation may purchase and maintain insurance on behalf of any person who is or was
a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against
such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation
would have the power to indemnify the person against such liability under Section 145 of the DGCL.
The
Registrant’s Charter provides that no director of the Registrant shall be personally liable to the Registrant or its stockholders
for monetary damages for any breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s
duty of loyalty to the Registrant or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (3) in respect of unlawful dividend payments or stock redemptions or repurchases or other distributions
pursuant to Section 174 of the DGCL, or (4) for any transaction from which the director derived an improper personal benefit. In addition,
the Registrant’s Charter provides that if the DGCL is amended to authorize the further elimination or limitation of the liability
of directors, then the liability of a director of the Registrant shall be eliminated or limited to the fullest extent permitted by the
DGCL, as so amended.
The
Registrant’s Charter provides that any amendment, repeal or modification of such article unless otherwise required by law will
not adversely affect any right or protection existing at the time of such repeal or modification with respect to any acts or omissions
occurring before such repeal or amendment of a director serving at the time of such repeal or modification.
The
Registrant’s Charter provides that the Registrant shall indemnify each of its directors and executive officers, and shall have
power to indemnify its other officers, employees and agents, to the fullest extent permitted by the DGCL as the same may be amended (except
that in the case of an amendment, only to the extent that the amendment permits us to provide broader indemnification rights than the
DGCL permitted it to provide prior to such the amendment) against any and all expenses, judgments, penalties, fines and amounts reasonably
paid in settlement that are incurred by the director, officer or such employee or on the director’s, officer’s or employee’s
behalf in connection with any threatened, pending or completed proceeding or any claim, issue or matter therein, to which he or she is
or is threatened to be made a party because he or she is or was serving as a director, officer or employee of the Registrant, or at the
Registrant’s request as a director, partner, trustee, officer, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, if he or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the Registrant and, with respect to any criminal proceeding, had no reasonable cause to believe
his or her conduct was unlawful. The Registrant’s Charter provides for the advancement of expenses to each of the Registrant’s
directors and, in the discretion of the board of directors, to certain officers and employees, in advance of the final disposition of
such action, suit or proceeding only upon receipt of an undertaking by such person to repay all amounts advanced if it shall ultimately
be determined by final judicial decision from which there is no further right to appeal that such person is not entitled to be indemnified
for such expenses.
In
addition, The Registrant’s Charter provides that the right of each of the Registrant’s directors and officers to indemnification
and advancement of expenses shall not be exclusive of any other right now possessed or hereafter acquired under any statute, provision
of the charter or bylaws, agreement, vote of stockholders or otherwise. Furthermore, The Registrant’s Charter authorizes the Registrant
to provide insurance for its directors, officers, employees and agents against any liability, whether or not the Registrant would have
the power to indemnify such person against such liability under the DGCL or the Registrant’s Bylaws.
The
Registrant also maintains a general liability insurance policy which covers certain liabilities of its directors and officers arising
out of claims based on acts or omissions in their capacities as directors or officers.
Item 9. Undertakings.
1.
The undersigned Registrant hereby undertakes:
(a)
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 percent 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)(i) and (a)(ii) 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 that are incorporated by reference in the registration statement.
(b)
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 herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c)
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.
(d)
That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution
of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant
to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to
the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule
424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by
the undersigned Registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant
or its securities provided by or on behalf of the undersigned Registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
2.
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
the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3.
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 Securities
and Exchange 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.