Item 5. Interests of Named Experts and
Counsel
Not applicable.
Item 6. Indemnification of Directors
and Officers
Delaware law permits
a corporation to adopt a provision in its certificate of incorporation eliminating or limiting the personal liability of a director,
but not an officer in his or her capacity as such, to the corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director, except that such provision shall not limit the liability of a director for (i) any breach of the
director’s duty of loyalty to the corporation or its shareholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) liability under section 174 of the Delaware General Corporation Law (the
“DGCL”) for unlawful payment of dividends or stock purchases or redemptions, or (iv) any transaction from which the
director derived an improper personal benefit. Our certificate of incorporation provides that no director of ours shall be
personally liable to us or our shareholders for monetary damages for breach of fiduciary duty as a director, except to the extent
such an exemption from liability or limitation thereof is not permitted under applicable law.
Under Delaware law, a corporation
may indemnify any person made a party or threatened to be made a party to any type of proceeding, other than action by or in the right
of the corporation, because he or she is or was an officer, director, employee or agent of the corporation or was serving at the request
of the corporation as an officer, director, employee or agent of another corporation or entity against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with such proceeding: (1) if he or she acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests of the corporation; or (2) in the case of a criminal
proceeding, he or she had no reasonable cause to believe that his or her conduct was unlawful. A corporation may indemnify any person
made a party or threatened to be made a party to any threatened, pending or completed action or suit brought by or in the right of the
corporation because he or she was an officer, director, 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 or other entity, against expenses actually and reasonably
incurred in connection with such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in
or not opposed to the best interests of the corporation, provided that such indemnification will be denied if the person is found liable
to the corporation unless, in such a case, the court determines the person is entitled to indemnification for such expenses in any event.
A corporation must indemnify a present or former director or officer who successfully defends himself or herself in a proceeding to which
he or she was a party because he or she was a director or officer of the corporation against expenses actually and reasonably incurred
by him or her. Expenses incurred by an officer or director, or any employees or agents as deemed appropriate by the board of directors,
in defending civil or criminal proceedings may be paid by the corporation in advance of the final disposition of such proceedings upon
receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he
or she is not entitled to be indemnified by the corporation. The Delaware law regarding indemnification and expense advancement is not
exclusive of any other rights which may be granted by our certificate of incorporation or bylaws, a vote of shareholders or disinterested
directors, agreement or otherwise.
Under the DGCL, termination of
any proceeding by conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that such
person is prohibited from being indemnified.
Our bylaws provide
that we will 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
us), by reason of the fact that such person is or was a director or officer of us, or is or was a director or officer serving at our
request 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 such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to our best interests, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such 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, will not, of itself, create a presumption that
the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to our best
interests, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct
was unlawful.
Our bylaws further provide that
we will 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 us to procure a judgment in its favor by reason of the fact that such person is or was a director or officer
of us, or is or was a director or officer of us serving at our request 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 such person in connection with the defense or settlement of such action or suit if such person acted in good faith, and in a manner
such person reasonably believed to be in or not opposed to our best interests except that no indemnification will be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to be liable to us unless and only to the extent that the
Court of Chancery of the State of Delaware or the court in which such action or suit was brought determines 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 the Court of Chancery or such other court shall deem proper.
However, our bylaws provide that
we will only provide indemnification pursuant to the bylaws (unless ordered by a court) if such indemnification is authorized in the specific
case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because such
person has met the applicable standard of conduct set forth in the bylaws. Such determination is to be made, with respect to a person
who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action,
suit or proceeding, even though less than a quorum, or (ii) by a committee of directors who are not parties to such action, suit or proceeding
designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors
so direct, by independent legal counsel in a written opinion, or (iv) by the shareholders. Such determination is to be made, with respect
to former directors and officers, by any person or persons having the authority to act on the matter on our behalf. To the extent, however,
that a present or former director or officer of ours has been successful on the merits or otherwise in defense of any action, suit or
proceeding, 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, without the necessity of authorization in the specific
case.
Our bylaws further provide that
except for proceedings to enforce rights to indemnification, we will not be obligated to indemnify any director or officer (or his or
her heirs, executors or personal or legal representatives) or advance expenses in connection with a proceeding (or part thereof) initiated
by such person unless such proceeding (or part thereof) was authorized or consented to by the board of directors.
The indemnification and advancement
of expenses provided by, or granted pursuant to, our bylaws are not deemed exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled under the certificate of incorporation, bylaws, agreement, vote of stockholders 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. It is our policy that indemnification shall generally be made to the fullest extent permitted by law. Our bylaws do not preclude
indemnifying persons in addition to those specified in the bylaws but whom we have the power or obligation to indemnify under the provisions
of the DGCL, or otherwise.
We may also purchase and maintain insurance on behalf of
any person who is or was a director or officer, or is or was a director or officer serving at our request 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 we would have the
power or the obligation to indemnify such person against such liability under the provisions of the bylaws.
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 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,
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.
(4)
That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities:
The undersigned Registrant undertakes
that in a primary offering of securities of the undersigned Registrant pursuant to this Registration Statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following
communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to
such purchaser:
| (i) | Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to |
Rule 424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred
to by the undersigned Registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned
Registrant or its securities provided by or on behalf of the undersigned Registrant; and
| (iv) | Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. |
(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.
(c) 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 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 Act and
will be governed by the final adjudication of such issue.