Not applicable.
Item 6. Indemnification
of Directors and Officers.
Delaware General Corporation Law
Section 145 of the General Corporation Law of
the State of Delaware (the “DGCL”) authorizes a corporation 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, suit or proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that the 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, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding, if the person acted in good faith and in a manner the person
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 reasonable cause to believe the person’s conduct was unlawful. In addition, the DGCL does not permit indemnification in
any threatened, pending or completed action or suit by or in the right of the corporation 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 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 indemnity for such expenses, which such court shall deem
proper. To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter, such person shall be indemnified
against expenses (including attorneys’ fees), actually and reasonably incurred by such person.
Section 102(b)(7) of the DGCL also allows a corporation
to provide for the elimination or limit of 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:
| (1) | for any breach of the director’s duty of loyalty to the corporation
or its stockholders; |
| (2) | for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; |
| (3) | for unlawful payments of dividends or unlawful stock purchases or
redemptions; or |
| (4) | for any transaction from which the director derived an improper personal
benefit. |
These provisions will not limit the liability
of directors or officers under the federal securities laws of the United States.
Charter and Bylaw Provisions
Article VIII, Section 1 of the Company’s
certificate of incorporation provides that, to the fullest extent permitted by law, a director of the Company shall not be personally
liable to the Company or to its stockholders for monetary damages for any breach of fiduciary duty as a director.
Article VIII, Section 2 of the Company’s
certificate of incorporation and Article V, Section 5.01 of the Company’s bylaws provide that the Company shall indemnify, advance
expenses, and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any
person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise 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 for whom he or she is the legal representative, is or was a director or officer of the Company or, while a director
or officer of the Company, is or was serving at the request of the Company as a director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans,
against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding
the preceding sentence, except for claims for indemnification (following the final disposition of such Proceeding) or advancement of
expenses not paid in full, the Company shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof)
commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized in
the specific case by the Company’s board of directors.
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 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 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;
provided, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the registration statement is on Form S-8, and 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
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 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.