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Table of Contents

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth the various expenses expected to be incurred by the Registrant in connection with the sale and distribution of the

securities being registered hereby, other than underwriting discounts and commissions. All amounts are estimated except the SEC registration fee

SEC registration fee

$ 158,664.86

Accounting fees and expenses

(1)

Legal fees and expenses

(1)

Printing and engraving expenses

(1)

Miscellaneous fees and expenses

(1)

Total

(1)

(1) Fees and expenses (other than the SEC registration fee to be paid upon the filing of this registration statement) will depend on the number and

nature of the offerings of Common Stock, and cannot be estimated at this time. An estimate of the aggregate expenses in connection with the

issuance and distribution of the Common Stock being offered will be included in any applicable prospectus supplement.

Item 15. Indemnification of Directors and Officers

The Registrant is incorporated under the laws of the State of Delaware. Section 102(b)(7) of the DGCL allows a corporation to provide in its

certificate of incorporation that a director of the corporation will not be personally liable to the corporation or its stockholders for monetary damages

for breach of fiduciary duty as a director, except where the director breached the duty of loyalty, failed to act in good faith, engaged in intentional

misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law

or obtained an improper personal benefit. The Registrant’s Certificate of Incorporation provides for this limitation of liability.

Section 145 of the DGCL (“Section 145”) provides that a Delaware corporation may indemnify any person who was, is or is threatened to be made

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 such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation or is

or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may

include 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, provided such person acted in good faith and in a manner he reasonably believed to be in or not

opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her

conduct was illegal. A Delaware corporation may indemnify any persons who are, were or are threatened to be made a party to any threatened,

pending or completed action or suit by or in the right of the corporation by reason of the fact that such person is or was a director, officer, employee

or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by

such person in connection with the defense or settlement of such action or suit, provided such person acted in good faith and in a manner he

reasonably believed to be in or not opposed to the corporation’s best interests, provided that no indemnification is permitted without judicial approval

if the officer, director, employee or agent is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or

otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director has

actually and reasonably incurred.

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