Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 102 of the General Corporation Law
of the State of Delaware permits a corporation to eliminate the personal liability of directors of a corporation to the corporation or
its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his 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 that no director of the Registrant shall be personally liable to it or its stockholders for monetary damages
for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability, except to the extent that
the General Corporation Law of the State of Delaware prohibits the elimination or limitation of liability of directors for breaches of
fiduciary duty.
Section 145 of the General Corporation Law
of the State of Delaware provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation,
or a person serving at the request of the corporation for another corporation, partnership, joint venture, trust or other enterprise in
related capacities against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with an action, suit or proceeding to which he was or is or is threatened to be made a party to any
threatened, pending, or completed action, suit or proceeding by reason of such position, if such person acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation,
no indemnification shall be made with respect to 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 other adjudicating court determines that, despite the adjudication
of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnification for
such expenses which the Court of Chancery or such other court shall deem proper.
The Registrant’s certificate of incorporation
provides that it will indemnify each person who was or is a party or threatened to be made a party to any threatened, pending or completed
action, suit or proceeding (other than an action by or in the right of the Registrant) by reason of the fact that he or she is or was,
or has agreed to become, a director or officer, or is or was serving, or has agreed to serve, at the Registrant’s request as a director,
officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other
enterprise (all such persons being referred to as an “Indemnitee”), or by reason of any action alleged to have been taken
or omitted in such capacity, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred in connection with such action, suit or proceeding and any appeal therefrom, if such Indemnitee acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to, the Registrant’s best interests, and, with respect
to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful.
The Registrant’s certificate of incorporation also provides
that it will indemnify any Indemnitee who was or is a party to an action or suit by or in the right of the Registrant to procure a judgment
in the Registrant’s favor by reason of the fact that the Indemnitee is or was, or has agreed to become, a director or officer, or
is or was serving, or has agreed to serve, at the Registrant’s request as a director, officer, partner, employee or trustee of,
or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action
alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees) and, to the extent
permitted by law, amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding, and
any appeal therefrom, if the Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to,
the Registrant’s best interests, except that no indemnification shall be made with respect to any claim, issue or matter as to which
such person shall have been adjudged to be liable to the Registrant, unless a court determines that, despite such adjudication but in
view of all of the circumstances, he or she is entitled to indemnification of such expenses. Notwithstanding the foregoing, to the extent
that any Indemnitee has been successful, on the merits or otherwise, he or she will be indemnified by the Registrant against all expenses
(including attorneys’ fees) actually and reasonably incurred in connection therewith. Expenses must be advanced to an Indemnitee
under certain circumstances.
The Registrant has entered into indemnification
agreements with each of its directors and executive officers. These indemnification agreements may require the Registrant, among
other things, to indemnify directors and executive officers for some expenses, including attorneys’ fees, judgments, fines
and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of his or her service
as one of the Registrant’s directors or executive officers, or any of the Registrant’s subsidiaries or any other
company or enterprise to which the person provides services at the Registrant’s request.
The Registrant maintains a general liability insurance
policy that covers certain liabilities of the directors and officers of the Registrant arising out of claims based on acts or
omissions in their capacities as directors or officers.