Item
6. Indemnification of Directors and Officers.
The
Registrant is incorporated under the laws of the State of Delaware. The Registrant’s bylaws provide that the Registrant shall indemnify,
to the maximum extent and in the manner permitted by the Delaware General Corporation Law, as amended (the “DGCL”), the Registrant’s
current and former directors and officers, and may indemnify its current and former employees and agents, against any and all expenses
(including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with
any proceeding arising from their services in those capacities.
The
DGCL provides that a Delaware corporation has the power generally to indemnify its current and former directors, officers, employees
and other agents (each, a “Corporate Agent”) against expenses and liabilities, including amounts paid in settlement, in connection
with any proceeding involving such person by reason of his being a Corporate Agent, other than a proceeding by or in the right of the
corporation, if such person 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, such person had no reasonable cause to believe his conduct was unlawful.
In
the case of an action brought by or in the right of the corporation, indemnification of a Corporate Agent is permitted if such person
acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation.
However, no indemnification is permitted 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 proceeding was brought shall determine upon
application that despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably
entitled to such indemnification.
To
the extent that a Corporate Agent has been successful on the merits or otherwise in the defense of such proceeding, whether or not by
or in the right of the corporation, or in the defense of any claim, issue or matter therein, the corporation is required to indemnify
such person for expenses in connection therewith. Under the DGCL, the corporation may advance expenses incurred by a Corporate Agent
in connection with a proceeding, provided that the Corporate Agent undertakes to repay such amount if it shall ultimately be determined
that such person is not entitled to indemnification. The Registrant’s certificate of incorporation requires the Registrant to advance
expenses to any person entitled to indemnification, provided that such person undertakes to repay the advancement if it is determined
in a final judicial decision from which there is no appeal that such person is not entitled to indemnification.
The
power to indemnify and advance the expenses under the DGCL does not exclude other rights to which a Corporate Agent may be entitled to
under the Registrant’s certificate of incorporation, bylaws, agreement, vote of stockholders or disinterested directors or otherwise.
The
Registrant’s certificate of incorporation permits the Registrant to secure insurance on behalf of its directors, officers, employees
and agents for any expense, liability or loss incurred in such capacities, whether or not the Registrant would have the power to indemnify
such person against such liability under the provisions of the DGCL.
The
purpose of these provisions is to assist the Registrant in retaining qualified individuals to serve as its directors, officers, employees
and agents by limiting their exposure to personal liability for serving as such.
Item
9. Undertakings.
(a)
The 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 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 a 20 percent 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;
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 reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the 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 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 Section 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.
(c)
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.
