Item 6. Indemnification of Directors and Officers.
The Registrant’s certificate of incorporation
provides that all directors, officers, employees and agents of the Registrant shall be entitled to be indemnified by us to the
fullest extent permitted by Section 145 of the Delaware General Corporation Law (the “DGCL”).
Section 145 of the DGCL concerning indemnification
of officers, directors, employees and agents is set forth below.
“Section 145. Indemnification of
officers, directors, employees and agents; insurance.
(a) A corporation shall have 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, suit 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 director, officer, 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, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding 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, with respect to any criminal
action or proceeding, had no reasonable cause to believe the 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, shall not,
of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed
to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable
cause to believe that the person’s conduct was unlawful.
(b) A corporation shall have 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 suit 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 director,
officer, 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, partnership, joint venture, trust or other enterprise against expenses (including attorneys’
fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit 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 except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine 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.
(c) To the extent that a present or former
director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding
referred to in subsections (a) and (b) of this section, 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.
(d) Any indemnification under subsections
(a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case
upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances
because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination
shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote
of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee
of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors,
or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.
(e) Expenses (including attorneys’
fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding
may be paid by the corporation in advance of the final disposition of such action, suit or proceeding 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 such person is not entitled
to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by
former officers and directors or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation
deems appropriate.
(f) The indemnification and advancement
of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, 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. A right to indemnification or to advancement of expenses arising under a provision of the certificate
of incorporation or a bylaw shall not be eliminated or impaired by an amendment to such provision after the occurrence of the act
or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification
or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes
such elimination or impairment after such action or omission has occurred.
(g) A corporation shall have power to purchase
and maintain insurance on behalf of any person who is or was a director, officer, 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, 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 the corporation would have the power to indemnify such person
against such liability under this section.
(h) For purposes of this section, references
to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have
had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall
stand in the same position under this section with respect to the resulting or surviving corporation as such person would have
with respect to such constituent corporation if its separate existence had continued.
(i) For purposes of this section, references
to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation”
shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services
by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and
a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of
the corporation” as referred to in this section.
(j) The indemnification and advancement
of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue
as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors
and administrators of such a person.
(k) The Court of Chancery is hereby vested
with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this
section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may
summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).
Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant to the foregoing
provisions, or otherwise, we have been advised that, in the opinion of the SEC, 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 of expenses incurred or paid by a director, officer or controlling person in a successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to the 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.
In accordance with Section 102(b)(7) of
the DGCL, the Registrant’s certificate of incorporation, provides that no director shall be personally liable to it or any
of its stockholders for monetary damages resulting from breaches of their fiduciary duty as directors, except to the extent such
limitation on or exemption from liability is not permitted under the DGCL unless they violated their duty of loyalty to the Registrant
or its stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends,
unlawful stock purchases or unlawful redemptions, or derived improper personal benefit from their actions as directors. The effect
of this provision of the Registrant’s certificate of incorporation is to eliminate its rights and those of its stockholders
(through stockholders’ derivative suits on its behalf) to recover monetary damages against a director for breach of the fiduciary
duty of care as a director, including breaches resulting from negligent or grossly negligent behavior, except, as restricted by
Section 102(b)(7) of the DGCL. However, this provision does not limit or eliminate our rights or the rights of any stockholder
to seek non-monetary relief, such as an injunction or rescission, in the event of a breach of a director’s duty of care.
If the DGCL is amended to authorize corporate
action further eliminating or limiting the liability of directors, then, in accordance with our certificate of incorporation, the
liability of our directors to the Registrant or its stockholders will be eliminated or limited to the fullest extent authorized
by the DGCL, as so amended. Any repeal or amendment of provisions of the Registrant’s certificate of incorporation limiting
or eliminating the liability of directors, whether by our stockholders or by changes in law, or the adoption of any other provisions
inconsistent therewith, will (unless otherwise required by law) be prospective only, except to the extent such amendment or change
in law permits us to further limit or eliminate the liability of directors on a retroactive basis.
The Registrant’s certificate of incorporation
also provides that it will, to the fullest extent authorized or permitted by applicable law, indemnify its current and former officers
and directors, as well as those persons who, while directors or officers of our corporation, are or were serving as directors,
officers, employees or agents of another entity, trust or other enterprise, including service with respect to an employee benefit
plan, in connection with any threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative,
against all expense, liability and loss (including, without limitation, attorney’s fees, judgments, fines, ERISA excise taxes
and penalties and amounts paid in settlement) reasonably incurred or suffered by any such person in connection with any such proceeding.
Notwithstanding the foregoing, a person eligible for indemnification pursuant to the Registrant’s certificate of incorporation
will be indemnified by the Registrant in connection with a proceeding initiated by such person only if such proceeding was authorized
by the Registrant’s board of directors, except for proceedings to enforce rights to indemnification.
The right to indemnification conferred
by the Registrant’s certificate of incorporation is a contract right that includes the right to be paid by it the expenses
incurred in defending or otherwise participating in any proceeding referenced above in advance of its final disposition, provided,
however, that if the DGCL requires, an advancement of expenses incurred by its officer or director (solely in the capacity as an
officer or director of the Registrant) will be made only upon delivery to the Registrant of an undertaking, by or on behalf of
such officer or director, to repay all amounts so advanced if it is ultimately determined that such person is not entitled to be
indemnified for such expenses under its certificate of incorporation or otherwise.
The rights to indemnification and advancement
of expenses will not be deemed exclusive of any other rights which any person covered by our certificate of incorporation may have
or hereafter acquire under law, the Registrant’s certificate of incorporation, its bylaws, an agreement, vote of stockholders
or disinterested directors, or otherwise.
Any repeal or amendment of provisions of
the Registrant’s certificate of incorporation affecting indemnification rights, whether by its stockholders or by changes
in law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective
only, except to the extent such amendment or change in law permits it to provide broader indemnification rights on a retroactive
basis, and will not in any way diminish or adversely affect any right or protection existing at the time of such repeal or amendment
or adoption of such inconsistent provision with respect to any act or omission occurring prior to such repeal or amendment or adoption
of such inconsistent provision. The Registrant’s certificate of incorporation will also permit it, to the extent and in the
manner authorized or permitted by law, to indemnify and to advance expenses to persons other that those specifically covered by
its certificate of incorporation.
The Registrant’s bylaws include the
provisions relating to advancement of expenses and indemnification rights consistent with those set forth in its certificate of
incorporation. In addition, its bylaws provide for a right of indemnity to bring a suit in the event a claim for indemnification
or advancement of expenses is not paid in full by us within a specified period of time. The Registrant’s bylaws also permit
it to purchase and maintain insurance, at its expense, to protect it and/or any director, officer, employee or agent of the Registrant
or another entity, trust or other enterprise against any expense, liability or loss, whether or not the Registrant would have the
power to indemnify such person against such expense, liability or loss under the DGCL.
Any repeal or amendment of provisions of
the Registrant’s bylaws affecting indemnification rights, whether by its board of directors, stockholders or by changes in
applicable law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective
only, except to the extent such amendment or change in law permits it to provide broader indemnification rights on a retroactive
basis, and will not in any way diminish or adversely affect any right or protection existing thereunder with respect to any act
or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision.
In addition, the Registrant is party to
indemnification agreements with each of its directors and executive officers. These agreements require the Registrant to indemnify
these individuals to the fullest extent permitted by the DGCL against liabilities that may arise by reason of their service to
the Registrant, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.
The Registrant maintains standard policies of insurance that provide coverage (1) to its directors and officers against loss arising
from claims made by reason of breach of duty or other wrongful act and (2) to the Registrant with respect to indemnification payments
that it may make to such directors and officers.