Not applicable.
| Item 6. | Indemnification of
Directors and Officers. |
The Company is an Indiana corporation. Chapter 37 of the Indiana Business
Corporation Law, as amended (the “IBCL”) requires a corporation, unless its articles of incorporation provide otherwise,
to indemnify a director or an officer of the corporation who is wholly successful, on the merits or otherwise, in the defense of any
threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal
or informal, to which the director or officer is a party because of his or her service as a director or officer of the corporation against
reasonable expenses, including counsel fees, incurred by the director or officer in connection with the proceeding.
The IBCL also permits a corporation to indemnify a director or an
officer who is made a party to a proceeding because the individual is or was a director or an officer of the corporation against liability
incurred in the proceeding if (i) the individual’s conduct was in good faith and (ii) the individual reasonably believed (A) in
the case of conduct in the individual’s official capacity with the corporation, that the conduct was in the corporation’s
best interests, and (B) in all other cases, that the individual’s conduct was at least not opposed to the corporation’s best
interests, and (iii) in the case of a criminal proceeding, the individual either (A) had reasonable cause to believe the individual’s
conduct was lawful or (B) had no reasonable cause to believe the individual’s conduct was unlawful. The termination of a proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that
the director or officer did not meet the standard of conduct described in this paragraph.
The IBCL also permits a corporation to pay for or reimburse reasonable
expenses incurred by a director or officer who is a party to a proceeding before the final disposition of a proceeding (provided the
director or officer delivers a written affirmation of such individual’s good faith belief that he or she has met the above standard
of conduct and a written undertaking to repay the advance if it is ultimately determined that he or she did not meet such standard of
conduct, among other conditions) and permits a court of competent jurisdiction to order a corporation to indemnify a director or officer
if the court determines that the person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances,
whether or not the person met the standards for indemnification otherwise provided in the IBCL.
In addition to the foregoing, the IBCL states that the indemnification
it provides for shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any provision of a
corporation’s articles of incorporation or by-laws, resolution of the board of directors or shareholders, or any other authorization
adopted after notice by a majority vote of all the voting shares then issued and outstanding. The IBCL also empowers an Indiana corporation
to purchase and maintain insurance on behalf of any director or officer against any liability asserted against or incurred by such individual
in any capacity as such, or arising out of his or her status as such, whether or not the corporation would have had the power to indemnify
such individual against such liability.
As permitted by the IBCL, the Company’s amended and restated
articles of incorporation, as amended effective July 5, 2022, provide that, to the fullest extent permitted by law, no director or officer
shall be personally liable to the Company or any of its shareholders for damages for any action taken as a director or officer, or any
failure or omission to take any action, regardless of the nature of the breach or alleged breach, including any breach or alleged breach
of the duty of care, the duty of loyalty or the duty of good faith.
The Company’s second amended and restated by-laws, as amended
effective July 5, 2022 (the “by-laws”), provide for mandatory indemnification, to the fullest extent permitted by law, of
the Company’s directors and officers against all expenses (including attorneys’ fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed investigation,
claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, including any action, suit or proceeding
by or in the right of the Company, in which such person is or was involved in any manner (including as a party or witness) or is threatened
to be made so involved by reason of the fact that such person is or was a director, officer, employee or agent of the Company or is or
was serving at the request of the Company as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint
venture, trust or other enterprise (including any employee benefit plan). The right to indemnification is a contract right and includes
the right to advancement of expenses in accordance with specified procedures.
The indemnification provisions in the Company’s governing documents
may be sufficiently broad to permit indemnification of directors and officers for liabilities arising under the Securities Act.
The Company has also entered into indemnification agreements with
its directors, pursuant to which the Company has agreed to indemnify and hold harmless, to the fullest extent permitted by
applicable law and the by-laws, each director against any and all expenses (including attorney’s fees and related
disbursements, appeal bonds and other out-of-pocket costs), judgments, fines, amounts paid in settlement, liabilities or losses
actually and reasonably incurred by such director by reason of the fact that such person is or was a director (or, at the request of
the Company, as a director, officer, employee, fiduciary or other agent of another corporation, partnership, limited liability
company, joint venture, trust or other enterprise), or by reason of any actual or alleged action or omission to act taken or omitted
in any such capacity. The indemnification agreements set forth certain procedures that will apply in the event of a claim for
indemnification thereunder. In addition, the agreements provide for the advancement of expenses incurred by a director, subject to
certain exceptions, in connection with any action, suit or proceeding covered by the agreement.
The Company has purchased directors’ and officers’ liability
insurance, the effect of which is to indemnify its directors and officers and the directors and officers of its subsidiaries against
certain losses caused by errors, misstatement or misleading statements, wrongful acts, omissions, neglect or breach of duty by them or
similar matters claimed against them in their capacities as directors or officers. This insurance is subject to various deductibles and
exclusions from coverage.
