None.
| Item 6. | Indemnification of Directors and Officers. |
Under the Wisconsin
Business Corporation Law (“WBCL”), a director of the Registrant will have no personal liability to the Registrant or its
shareholders for monetary damages arising from a breach of, or failure to perform, any duty to the Registrant or its shareholders
(including for any “unlawful” distribution) except for (i) a willful failure to deal fairly with the Registrant or its
shareholders in connection with a matter in which the director had a material conflict of interest, (ii) a violation of the
criminal law, unless the director had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to
believe his or her conduct was unlawful, (iii) a transaction from which the director derived an improper personal profit or
(iv) willful misconduct.
The Registrant’s amended
and restated bylaws require indemnification of the Registrant’s directors and officers against any and all liabilities, to the fullest
extent permitted or required by the WBCL, incurred in any proceeding to which a director or officer is a party as a result of their position
as director or officer of the Registrant. The Registrant’s amended and restated bylaws also provide that any director or officer
seeking such indemnification is required to make a written request for indemnification to the Registrant, and that the Registrant shall
pay or reimburse, within 60 days of its receipt of such request, the director or officer for the entire amount of liabilities incurred
by the director or officer in connection with such proceeding (net of any expenses previously advanced (as described below)); provided,
however, that the Registrant is not required to pay such indemnification if, within such 60-day period, a majority vote of a quorum of
disinterested directors determines that the director or officer requesting indemnification engaged in misconduct constituting a breach
of a duty under the WBCL or a disinterested quorum of directors cannot be obtained; provided further, that in the event that the Registrant
does not pay such indemnification as a result of such determination, the Registrant’s board of directors shall immediately authorize
by resolution that an authority (as provided in the bylaws) shall determine whether the director’s or officer’s conduct constituted
a breach of duty and, therefore, whether indemnification should be denied under the bylaws.
Furthermore, the Registrant’s
amended and restated bylaws provide that the Registrant shall pay or reimburse, within 10 days after the receipt of the director or officer’s
written request therefor, the reasonable expenses incurred as such expenses are incurred; provided, however, such payment will be made
solely upon delivery to the Registrant of a written certificate affirming his or her good faith belief that he or she has not engaged
in misconduct which constitutes a breach of duty; provided further, however, in circumstances in which the director or officer’s
right to indemnification is to be determined by an authority other than the Registrant’s board of directors, the director or officer
is required to deliver to the Registrant a written agreement to repay any amounts so advanced if it is ultimately determined that such
indemnitee is not entitled to be indemnified by the Registrant for such expenses.
The WBCL requires a Wisconsin
corporation to indemnify such persons to the extent they are successful on the merits or otherwise in defending a proceeding, to which
a director or officer is a party as a result of their position as director or officer of the Registrant, in a proceeding to which a director
or officer is a party as a result of their position as director or officer of the Registrant, unless liability was incurred because the
director or officer breached or failed to perform a duty that he or she owes to the corporation and the breach or failure to perform constituted
conduct excluded from coverage under the WBCL as described in clauses (i) through (iv) of the first paragraph of this subsection
above or if a court orders that they should be indemnified. It also permits a Wisconsin corporation to advance expenses incurred in defense
of a proceeding on certain conditions. The WBCL also permits a Wisconsin corporation to further indemnify and make advances to such persons
by other means (such as by contract or bylaw provision) unless the corporation determines that the actions or inactions of such persons
would have constituted conduct excluded from coverage under the WBCL as described in clauses (i) through (iv) of the first paragraph
of this subsection above.
The Registrant maintains a liability
insurance policy for its directors and officers as permitted by Wisconsin law, which may extend to, among other things, liability arising
under the Securities Act.
The general effect of the foregoing
provisions may be to reduce the circumstances in which an officer or director may be required to bear the economic burden of the foregoing
liabilities and expense.
(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;
(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) of Securities Act if, in the aggregate,
the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement; and
(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) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the Registration Statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, 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 to any purchaser in the initial distribution of the
securities, in a primary offering of securities of the 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 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 Registrant relating to the offering required to be filed pursuant to Rule 424 under the
Securities Act;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the Registrant or used or referred to by the Registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing material information about the Registrant or its securities
provided by or on behalf of the Registrant; and
(iv) Any
other communication that is an offer in the offering made by the Registrant to the purchaser.
(b) The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the
Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated
by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein,
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 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 Commission
such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication of such issue.