Not applicable.
| Item 6. | Indemnification of Directors and Officers. |
Statutory
Indemnification. The Pennsylvania Business Corporation Law of 1988, as amended, provides that a Pennsylvania business
corporation, such as the Registrant, unless otherwise restricted in its bylaws, has the power to 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 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 he is or was a representative
of the corporation, or is or was serving at the request of the corporation as a representative of another domestic or foreign corporation
for profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action or proceeding if
he 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,
with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. In addition, under the PABCL,
unless otherwise restricted in its bylaws, a business corporation shall have power to indemnify any person who was or is a party, or
is threatened to be made a party, to any threatened, pending or completed action by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he is or was a representative of the corporation or is or was serving at the request of the corporation
as a representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense
or settlement of the action if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests
of the corporation.
The PABCL requires a business corporation to
indemnify any representative against expenses (including attorney fees) actually and reasonably incurred by such representative in defense
of any action or proceeding described above or in defense of any claim, issue or matter therein, to the extent that such representative
has been successful on the merits or otherwise.
The indemnification and advancement of expenses
provided by, or granted pursuant to, the PABCL are not exclusive of any other rights to which a person seeking indemnification or advancement
of expenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding that office; provided, however,
that no such indemnification is to be made in any case where the act or failure to act giving rise to the claim for indemnification is
determined by a court to have constituted willful misconduct or recklessness.
Indemnification
Pursuant to the Amended and Restated Bylaws of the Registrant. In accordance with the statutory authority described
above, the Registrant’s bylaws provide as follows:
The Registrant shall indemnify, to the fullest
extent permitted by Pennsylvania law and federal law, any director, officer and/or employee, or any former director, officer and/or employee,
who was or is a party to, or is threatened to be made a party to, or who is called to be a witness in connection with, 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 Registrant) by reason of the fact that such person is or was a director, officer and /or employee of the Registrant,
or 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, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed 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. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the
person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the
Registrant, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
The Registrant shall indemnify, to the fullest
extent permitted by Pennsylvania law and federal law, any director, officer and/or employee, who was or is a party to, or is threatened
by to be made a party to, or who is called as a witness in connection with 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 is or was a director, officer
and/or employee or agent of another corporation, partnership, joint venture, trust or other enterprise against amounts paid in settlement
and expenses (including attorney’s fees) actually and reasonably incurred by him in connection with the defense or settlement of,
or serving as a witness in, such action or suit if he acted in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the Registrant and except that no indemnification shall be made in respect of any such claim, issue or matter
as to which such person shall have been adjudged to be liable for misconduct in the performance of his duty to the Registrant.
Except as may be otherwise ordered by a court,
there shall be a presumption that any director, officer and/or employee is entitled to indemnification as provided in Registrant’s
bylaws unless either a majority of the directors who are not involved in such proceedings (“disinterested directors”) or,
if there are less than three (3) disinterested directors, then the holders of one-third of the outstanding shares of the Registrant
determine that the person is not entitled to such presumption by certifying such determination in writing to the secretary of the Registrant.
In such event the disinterested director(s) or, in the event of certification by shareholders, the secretary of the Registrant shall
request of independent counsel, who may be the outside general counsel of the Registrant, a written opinion as to whether or not the
parties involved are entitled to indemnification under Registrant’s bylaws.
Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the Registrant in advance of the final disposition of such action, suit or proceeding as authorized
in the manner provided in Registrant’s bylaws upon receipt of an undertaking by or on behalf of the director, officer and/or employee
to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Registrant as authorized in
the Registrant’s bylaws.
The indemnification provided by the Registrant’s
bylaws shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any agreement,
vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity while serving as a director,
officer and/or employee and as to action in another capacity while holding such office, and shall continue as to a person who has ceased
to be a director, officer and/or employee and shall inure to the benefit of the heirs and personal representatives of such a person.
Directors
and Officers Liability Insurance. The Registrant maintains a policy of directors and officers liability insurance to
cover certain potential liabilities of present or future directors and officers, as well as employees, for actions taken in their capacities
as such and in certain other limited circumstances, including certain potential liabilities under the Securities Act.