Item
6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant is a Delaware corporation. Section
102(b)(7) of the Delaware General Corporation Law (the “DGCL”) enables a corporation to eliminate or limit the personal liability
of a director to the corporation or its stockholders for monetary damages for breach of the director’s fiduciary duty, except:
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for any breach of the director’s duty of loyalty to the corporation or its stockholders;
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for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
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pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases
or redemptions); or
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for any transaction from which the director derived an improper personal benefit.
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In accordance with Section 102(b)(7) of the DGCL,
the Certificate of Incorporation of the Registrant includes a provision eliminating, to the fullest extent permitted by the DGCL, the
liability of the Registrant’s directors to the Registrant or its stockholders for monetary damages for breach of fiduciary duties
as director.
Section 145(a) of the DGCL empowers a corporation
to indemnify any present or former director, officer, employee or agent of the corporation, or any individual serving at the corporation’s
request as a director, officer, employee or agent of another organization, 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), 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 provided that such person
acted in good faith and in a manner he or she 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 his or her conduct was unlawful.
The DGCL provides that the indemnification described
above shall not be deemed exclusive of any other indemnification that may be granted by a corporation pursuant to any by-law, disinterested
directors’ vote, stockholders’ vote, agreement or otherwise.
The DGCL also provides corporations with the 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 in a similar capacity for another corporation, partnership, joint venture, trust or
other enterprise, against any liability asserted against him or her in any such capacity, or arising out of his or her status as such,
whether or not the corporation would have the power to indemnify him or her against such liability as described above.
In accordance with Section l45(a) of the DGCL,
the Registrant’s Amended and Restated Bylaws provide that every 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, by reason
of the fact that such person, or such person’s testator or intestate, is or was serving as a director or officer of the Registrant
or is or was serving at the request of the Registrant as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust, or other enterprise, or as a member of any committee or similar body, shall be indemnified to the fullest extent permitted
under the laws of Delaware against all expenses (including attorney’s fees), judgments, penalties, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action, suit or proceeding (including appeals) or the defense
or settlement thereof or any claim, issue, or matter therein. Expenses incurred by a director or officer in defending such an action,
suit or proceeding may be paid by the Registrant in advance of the final disposition of such action, suit or proceeding if
such indemnification and/or payment is approved by the vote of the stockholders or of the disinterested directors, or is, in the opinion
of independent legal counsel selected by the board of directors of the Registrant, to be made on behalf of an indemnitee who acted in
good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the Registrant.
In addition, the Registrant’s officers and
directors are insured under an officers and directors liability insurance policy.
In addition, the Registrant has entered into separate
indemnification agreements with certain of its current and former executive officers and directors. These indemnification agreements provide
officers and directors with contractual rights to indemnification and advancement and reimbursement of expenses, to the fullest extent
permitted under Delaware law, subject to certain exceptions contained in those agreements.
Item 9. UNDERTAKINGS
(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 this 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 this 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) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee” table in this registration statement; and
(iii) To
include any material information with respect to the Plan not previously disclosed in this Registration Statement or any material change
to such information in this 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 this 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 therein, 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.
(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 (and, where applicable, each filing of
an employee benefit plan’s annual report pursuant to 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 therein, 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 hereunder, 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 of 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.