Item
6. Indemnification of Directors and Officers.
Section
102(b)(7) of the Delaware General Corporation Law allows a corporation to provide in its certificate of incorporation that a director
of the corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except where the director breached the 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.
Section
145(a) of the Delaware General Corporation Law provides that a Delaware 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) by reason of the fact that 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 or enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such 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 cause to believe his or her conduct was unlawful.
Section
145(b) of the Delaware General Corporation Law provides that a Delaware 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 by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including
attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or
suit if he or she acted under similar standards, except that no indemnification may be made in respect of 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 in which
such action or suit was brought shall determine that, despite the adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to be indemnified for such expenses which the court shall deem proper.
Section
145 of the Delaware General Corporation Law further provides that: (i) to the extent that a former or present director or officer of
a corporation has been successful in the defense of any action, suit or proceeding referred to in subsections (a) and (b) or in the defense
of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and
reasonably incurred by him or her in connection therewith; (ii) indemnification provided for by Section 145 shall not be deemed exclusive
of any other rights to which the indemnified party may be entitled; and (iii) the corporation may purchase and maintain insurance on
behalf of any present or former director, officer, employee or agent of the corporation or any person who at the request of the corporation
was serving in such capacity for another entity against any liability asserted against such person and incurred by him or her 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 him or her
against such liabilities under Section 145.
Article
10 of the Registrant’s Certificate of Incorporation, as amended, specifies that a director of the Registrant shall not be personally
liable to the Registrant or to any stockholders for monetary damages for breach of fiduciary duties as a director, except to the extent
such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Law.
Article
9 of the Registrant’s Bylaws, as amended, state that the Registrant shall indemnify, to the fullest extent permitted by applicable
law, 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
authorized by reason of the fact that such person is or was a director, officer, employee or agent of the Registrant or is or was serving
at the request of the Registrant.
The
Registrant has entered into indemnification agreements with its directors and officers. Subject to certain limited exceptions, under
these agreements, the Registrant will be obligated, to the fullest extent not prohibited by the Delaware General Corporation Law, to
indemnify such directors and officers against all expenses, judgments, fines and penalties incurred in connection with the defense or
settlement of any actions brought against them by reason of the fact that they were directors or officers of the Registrant. The Registrant
also maintains liability insurance for its directors and officers in order to limit its exposure to liability for indemnification of
such persons.
We
have been advised that in the opinion of the Commission indemnification for liabilities arising under the Securities Act 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 is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered,
we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether
such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.
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;
(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 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 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.
Paragraphs
(a)(l)(i) and (a)(l)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 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 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.
(h)
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 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.