Faraz A. Choudhry, who has given an opinion of counsel with respect
to the securities to which this Registration Statement relates, is an employee and officer (Deputy General Counsel and Assistant Corporate
Secretary) of the Company. Mr. Choudhry owns Company securities and participates in various employee benefit plans of the Company,
but is not eligible to participate in either of the Legacy Change Plans.
Item 6. Indemnification of Directors and Officers.
Delaware
General Corporation Law. As a Delaware corporation, the Company is subject to the provisions of the General Corporation Law
of the State of Delaware (the “Delaware General Corporation Law”).
Section 145(a) of the Delaware General
Corporation Law provides that a 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 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. 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 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 reasonable
cause to believe that the person’s conduct was unlawful.
Section 145(b) of the Delaware
General Corporation Law states that a 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 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) actually and reasonably incurred by the person in connection
with the defense or settlement of such action or suit 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 except that no indemnification shall be made in
respect of any claim, issue or matter as to which the person shall have been adjudged to be liable to the corporation unless and
only to the extent that the Delaware Court of Chancery or 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, the person is fairly and
reasonably entitled to indemnity for such expenses as the Delaware Court of Chancery or such other court shall deem proper.
Section 145(c) of the Delaware General
Corporation Law provides that, 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 in subsections (a) and (b) of Section 145,
or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees)
actually and reasonably incurred by such person in connection therewith.
Section 145(d) of the Delaware General
Corporation Law states that any indemnification under subsections (a) and (b) of Section 145 (unless ordered by a court)
shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former
director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set
forth in subsections (a) and (b) of Section 145. Such determination shall be made with respect to a person who is a director
or officer at the time of such determination (1) by a majority vote of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, (2) by a committee of such directors designated by majority vote of such directors, even
though less than a quorum, (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a
written opinion or (4) by the shareholders.
Section 145(f) of the Delaware General
Corporation Law states that the indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections
of Section 145 shall not be deemed exclusive of any other rights to which those 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 such person’s
official capacity and as to action in another capacity while holding such office.
Section 145(g) of the Delaware General
Corporation Law provides that a corporation shall have the power to purchase and maintain insurance on behalf of any person who 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 any liability asserted against
such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the
corporation would have the power to indemnify such person against such liability under the provisions of Section 145.
Section 145(j) of the Delaware General
Corporation Law states that the indemnification and advancement of expenses provided by, or granted pursuant to, Section 145 shall,
unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent
and shall inure to the benefit of the heirs, executors and administrators of such a person.
Certificate
of Incorporation. The Company’s Certificate of Incorporation provides that, to the fullest extent permissible under the
Delaware General Corporation Law, the Company’s directors shall not be personally liable to the Company or its shareholders for
monetary damages for breach of fiduciary duty as a director, except that a director shall be liable to the extent provided by applicable
law (1) for breach of the director’s duty of loyalty to the Company or its shareholders, (2) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of law, (3) pursuant to Section 174 of the Delaware
General Corporation Law or (4) for any transaction from which the director derived an improper personal benefit.
Bylaws.
The Company’s Bylaws provide that the Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law,
any person who was or is made or is threatened to be made a party or is otherwise involved in any threatened, pending, or completed action,
suit or proceeding because 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, partnership, joint venture, trust, enterprise or nonprofit entity against all liability and loss suffered
and expenses (including attorneys’ fees) reasonably incurred by such person.
The Company’s Bylaws provide that the Company
shall advance to indemnified persons expenses incurred in defending any such proceedings, subject to an obligation to repay amounts so
advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnified
person is not entitled to be indemnified for such expenses under the Company’s Bylaws or otherwise.
Indemnification
Agreements. The Company has entered into an indemnification agreement with each of its directors and executive officers which
provides, among other things, that the Company will indemnify each such person to the fullest extent permitted by law, subject to certain
conditions, against all expenses and certain other amounts actually and reasonably incurred by such person in connection with proceedings
in which such person is involved, or is threatened to become involved, because such person is or was a director or officer of the Company,
by reason of any action or inaction on the part of such person, or by reason of the fact that such person is or was serving at the request
of the Company as a director, officer, trustee, partner, managing member, fiduciary, employee or agent of any other enterprise. The indemnification
agreement also requires the Company, under certain circumstances, to advance expenses incurred by such person in connection with the investigation,
defense, settlement or appeal of any such proceedings.
Liability
Insurance. The Company maintains directors’ and officers’ liability insurance which covers certain liabilities
and expenses of the Company’s directors and officers and covers the Company for reimbursement of payments to the Company’s
directors and officers in respect of such liabilities and expenses.
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 of 1933;
(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 the 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% 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) of this section 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 Securities Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) 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.
(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 of 1933, each filing of the registrant’s annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan’s annual report pursuant to section 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 that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 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 Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of 1933 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 of 1933 and will be governed by the final adjudication of such issue.