ITEM 9 UNDERTAKINGS
The
Company hereby undertakes:
A. To file, during any period in which offers
or sales are being made, a post-effective amendment to this registration:
(1) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(2) 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; and
(3) 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) and (2) 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 Company pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference herein.
B. 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.
C. To remove from registration by means of post-effective
amendment any of the securities being registered which remain unsold at the termination of the offering.
(1) The Company hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of the Company’s annual report pursuant to Section 13(a)
or 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 the time
shall be deemed to be the initial bona fide offering thereof.
(2) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 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 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 Company of
expenses incurred or paid by the 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 the counsel the matter has
been settled by controlling precedent, submit to the appropriate jurisdiction the question of 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.