Item 5. Interests of Named Experts and Counsel.
Item 6. Indemnification of Directors and Officers.
Cayman Islands law does not limit the extent
to which a company’s articles of association may provide indemnification of officers and directors, except to the extent
that it may be held by the Cayman Islands courts to be
contrary to public policy, such as providing indemnification
against civil fraud or the consequences of committing a crime.
The Registrant’s Articles of Association
provide that each director or officer of the Registrant shall be indemnified out of the assets of the Registrant against all actions,
proceedings, costs, charges, expenses, losses, damages, or liabilities, judgments, fines, settlements and other amounts (including
reasonable attorneys’ fees and expenses and amounts paid in settlement and costs of investigation (collectively “Losses”)
incurred or sustained by such directors or officers, other than by reason of such person’s dishonesty, willful default or
fraud, in or about the conduct of the Registrant’s business or affairs (including as a result of any mistake of judgment)
or in the execution or discharge of such person’s duties, powers, authorities or discretions, including without prejudice
to the generality of the foregoing, any Losses incurred by such director or officer in defending or investigating (whether successfully
or otherwise) any civil, criminal, investigative and administrative proceedings concerning or in any way related to the Registrant
or its affairs in any court whether in the Cayman Islands or elsewhere.
Also, the Registrant has entered into indemnification
agreements with its directors and officers that provide such persons with additional indemnification beyond that provided in the
Registrant’s Articles of Association.
Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant under the foregoing
provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
(a) 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;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of this 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 this 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 Plans 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) do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section
13 or 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, 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
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 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 this 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 of liabilities arising under the Securities Act may be permitted to directors or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed 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.