Item
6. Indemnification of Officers and Directors.
Section
102 of the General Corporation Law of the State of Delaware permits a corporation to eliminate the personal liability of directors
of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except
where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated
a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained
an improper personal benefit. The Registrant’s certificate of incorporation provides that no director of the Registrant
shall be personally liable to it or its stockholders for monetary damages for any breach of fiduciary duty as director, notwithstanding
any provision of law imposing such liability, except to the extent that the General Corporation Law of the State of Delaware prohibits
the elimination or limitation of liability of directors for breaches of fiduciary duty.
Section
145 of the General Corporation Law of the State of Delaware provides that a corporation has the power to indemnify a director,
officer, employee, or agent of the corporation and certain other persons serving at the request of the corporation in related
capacities against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlements actually and reasonably
incurred by the person in connection with an action, suit or proceeding to which he is or is threatened to be made a party by
reason of such position, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made
with respect to 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 other adjudicating court determines that, despite the adjudication of liability
but in view of all of 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.
The
Registrant’s certificate of incorporation provides that the Registrant will indemnify each person who was or is a party
or threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or
in the right of the Registrant) by reason of the fact that he or she is or was, or has agreed to become, a director or officer
of the Registrant, or is or was serving, or has agreed to serve, at the Registrant’s request as a director, officer, partner,
employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise
(all such persons being referred to as an “Indemnitee”), or by reason of any action alleged to have been taken or
omitted in such capacity, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with such action, suit or proceeding and any appeal therefrom, if such Indemnitee
acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the Registrant’s best interests,
and, with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful.
The Registrant’s certificate of incorporation provides that the Registrant will indemnify any Indemnitee who was or is a
party to an action or suit by or in the right of the Registrant to procure a judgment in the Registrant’s favor by reason
of the fact that the Indemnitee is or was, or has agreed to become, a director or officer of the Registrant, or is or was serving,
or has agreed to serve, at the Registrant’s request as a director, officer, partner, employee or trustee or, or in a similar
capacity with, another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged
to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees) and, to the extent permitted
by law, amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding, and any
appeal therefrom, if the Indemnitee 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, except that no indemnification shall be made with respect to any claim, issue or matter
as to which such person shall have been adjudged to be liable to the Registrant, unless a court determines that, despite such
adjudication but in view of all of the circumstances, he or she is entitled to indemnification of such expenses. Notwithstanding
the foregoing, to the extent that any Indemnitee has been successful, on the merits or otherwise, he or she will be indemnified
by the Registrant against all expenses (including attorneys’ fees) actually and reasonably incurred in connection therewith.
Expenses must be advanced to an Indemnitee under certain circumstances.
The
Registrant maintains a general liability insurance policy that covers certain liabilities of the Registrant’s directors
and officers arising out of claims based on acts or omissions in their capacities as directors or officers.
Item
9. Undertakings.
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(a)
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The
Company hereby undertakes:
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(1)
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To
file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities Act;
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(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; and
(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) 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 Company 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 Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company’s
annual report pursuant to Section 13(a) or 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.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the Company 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 of the Company 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 Company 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.