Item 4. Description of Securities.
Not applicable.
Item 5. Interests of
Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Companys bylaws provide that the Company shall 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 (including, without limitation, actions by or in the right of the Company), by reason of the fact that such person is or was a
director or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including
attorneys fees), amounts paid in settlement, judgments, and fines actually and reasonably incurred by such person in connection with such action, suit, or proceeding; provided, however, that no indemnification shall be made in any case where
the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.
The foregoing right to indemnification includes the right to an advancement of expenses (including attorneys fees) incurred in defending
a civil or criminal action, suit, or proceeding shall be paid by the Company in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee, or agent to repay
such amount if it shall be ultimately determined that he is not entitled to be indemnified by the Company as authorized in the applicable section of the bylaws.
The Companys bylaws also provide that the Company may purchase and maintain insurance on behalf of any person, may enter into contracts
of indemnification with any person, may create a fund of any nature (which may, but need not be, under the control of a trustee) for the benefit of any person, and may otherwise secure in any manner its obligations with respect to indemnification
and advancement of expenses, whether arising under the applicable section of the bylaws or otherwise, to or for the benefit of any person, whether or not the Company would have the power to indemnify such person against such liability under the
applicable section of the bylaws.
In addition, the Companys articles of incorporation provide that a director of the Company shall
not be personally liable to the Company or its shareholders or creditors for monetary damages for any action taken, or any failure to take any action, except to the extent such exemption from liability or limitation thereof is not permitted under
the Pennsylvania Business Corporation Law, or PBCL, as the same existed on the date of adoption of the articles of incorporation or may thereafter be amended to authorize corporate action further eliminating or limiting personal liability of
directors. Any amendment, modification, repeal or adoption of any provision inconsistent with the foregoing sentence shall be prospective only, and neither the repeal or modification of the applicable section of the articles of incorporation nor the
adoption of any provision inconsistent with the applicable section of the articles of incorporation shall adversely affect any right or protection of a director of the Company under the articles of incorporation in respect of any act or omission
occurring prior to the time of such amendment, modification, repeal or adoption of such inconsistent provision. If the PBCL is amended to authorize corporate action further eliminating or limiting personal liability of directors, then the liability
of a director of the Company shall be eliminated or limited to the fullest extent permitted by the PBCL, as so amended.
Section 1741
of the PBCL provides, in general, that a corporation will have the power 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 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 representative of the corporation, or is or was serving at the request of the corporation as a
representative of another enterprise, 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 if, with respect to any criminal proceeding, the person did
not have reasonable cause to believe his conduct was unlawful. Such indemnity may be against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with
the action or proceeding.
Section 1742 of the PBCL provides, in general, that a corporation will have the power 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 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
representative of the corporation or is or was serving at the request of the corporation as a representative of another entity, if the person acted in good faith and in a manner the person
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