Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named
Experts and Counsel.
Not applicable.
Item
6. Indemnification of Directors and Officers.
Section 14A:3-5 of the NJBCA establishes
provisions that a corporation may (and, unless otherwise provided in the corporations certificate of incorporation, if the party to be indemnified is successful on the merits or otherwise, must) indemnify any current or former director or
officer made party to any threatened, pending or completed civil, criminal, administrative or investigative action, suit or proceeding by reason of service in the capacity of a director or officer, against judgments, penalties, fines, settlements
and reasonable expenses incurred in connection with such proceeding, so long as he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporations best interests (and if a criminal
proceeding, had no reasonable cause to believe that his or her conduct was unlawful). The statute also provides for indemnification of directors and officers by court order.
Article VI of our certificate of incorporation provides that a director or officer of the Company shall not be personally liable to the
Company or its shareholders for damages for breach of any duty owed to the Company or its shareholders, except for any breach of duty based upon an act or omission (i) in breach of such persons duty of loyalty to the Company or its
shareholders, (ii) not in good faith or involving a knowing violation of law, or (iii) resulting in receipt by such person of an improper personal benefit. If the New Jersey Business Corporation Act is amended to authorize corporate action
further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer or both of the Company shall be eliminated or limited to the fullest extent permitted by the New Jersey Business Corporation
Act as so amended. Any amendment to our Certificate of Incorporation, or change in law which authorizes the foregoing shall not adversely affect any then existing right or protection of a director or officer of the Company.
Article VII of our certificate of incorporation sets forth circumstances under which our directors, officers, employees and agents may be
insured or indemnified against liability which they incur in their capacities as such. It provides that we shall indemnify our officers, directors, employees and agents and former officers, directors, employees and agents, and any other persons
serving at our request as an officer, director, employee or agent of another corporation, association, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys fees, judgments, fines and amounts paid in
settlement) incurred in connection with any pending or threatened action, suit, or proceeding, whether civil, criminal, administrative or investigative, with respect to which such officer, director, employee, agent or other person is party, or is
threatened to be made a party, to the full extent permitted by the New Jersey Business Corporation Act. The indemnification provided herein (i) shall not be deemed exclusive of any other right to which any person seeking indemnification may be
entitled under any by-law, agreement, or vote of shareholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in any other capacity, and
(ii) shall inure to the benefit of the heirs, executors, and the administrators of any such person. We shall have the power, but shall not be obligated, to purchase and maintain insurance on behalf of any person or persons enumerated above
against any liability asserted against or incurred by them or any of them arising out of their status as corporate directors, officers, employees, or agents whether or not we would have the power to indemnify them against such liability under the
provisions of this article.
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