Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law allows for indemnification of any person who has been made, or threatened
to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative by reason of the fact that he or she is or was serving as a director, officer, employee or agent of the registrant
or by reason of the fact that he or she is or was serving at the request of the registrant as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other enterprise. In certain circumstances, indemnity may be
provided against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement if the person acted
in good faith and in the manner reasonably believed by him to be in, or not opposed to, the best interests of the registrant and,
with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. In any proceeding
by or in the right of the registrant, no indemnification may be made if the person is found to be liable to the corporation, unless
and only to the extent the court in which the proceeding is brought or the Delaware Court of Chancery orders such indemnification.
Section 102(b)(7) of the Delaware General
Corporation Law provides that a certificate of incorporation may contain a provision eliminating or limiting the personal liability
of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director provided that
such provision shall not eliminate or limit the liability of a director (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) under Section 174 (relating to liability for unauthorized acquisitions
or redemptions of, or dividends on, capital stock) of the Delaware General Corporation Law, or (iv) for any transaction from which
the director derived an improper personal benefit. The Registrant’s Restated Certificate of Incorporation includes a provision
limiting such liability.
The Restated Certificate of Incorporation
of the Registrant provides that each person who was or is made a party to or is threatened to be made a party to or is involved
in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason
of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Registrant
or is or was serving at the request of the Registrant as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis
of such 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, shall be indemnified and held harmless by the Registrant to the fullest
extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of
any such amendment, only to the extent that such amendment permits the Registrant to provide broader indemnification rights than
said law permitted the Registrant to provide prior to such amendment), against all expense, liability and loss (including attorneys’
fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered
by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators. Such right to indemnification
is a contract right and includes the right to be paid by the Registrant the expenses incurred in defending any such proceeding
in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law requires, the payment of
such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity
in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Registrant of an undertaking,
by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director
or officer is not entitled to such indemnity.
The foregoing statements are specifically
made subject to the detailed provisions of the Delaware General Corporation Law and the Restated Certificate of Incorporation of
the Registrant.
The Registrant has a directors and officers
liability insurance policy that will reimburse the Registrant for any payments that it shall make to directors and officers pursuant
to law or the indemnification provisions of its Restated Certificate of Incorporation and that will, subject to certain exclusions
contained in the policy, further pay any other costs, charges and expenses and settlements and judgments arising from any proceeding
involving any director or officer of the Registrant in his or her past or present capacity as such, and for which he may be liable,
except as to any liabilities arising from acts that are deemed to be uninsurable.
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, 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.
Item 9. Undertakings.
(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 of 1933;
(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 20% 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;
p
rovided, 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 Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the Registration Statement;
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, 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; and
(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 of 1933, each filing of the Registrant’s annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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 of 1933 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 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 Act and will be governed by the final
adjudication of such issue.