Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the
“DGCL”) provides that a corporation may 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. Section 145 of the DGCL further provides that a corporation similarly may 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 Delaware Court of Chancery or such other
court in which such action or suit was brought shall determine upon application 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 indemnity for such expenses which
the Delaware Court of Chancery or such other court shall deem proper.
Section 145 of the DGCL also provides that a corporation has
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 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 that section.
Article Seventh of the Registrant’s Certificate of Incorporation,
as amended (the “Charter”), provides that to the fullest extent permitted by the DGCL, as it presently exists or may
thereafter be amended, no director of the Registrant shall be personally liable to the Registrant or its stockholders for monetary
damages for a breach of fiduciary duty as a director.
Article Eighth of the Charter provides, among other things,
that the Registrant shall indemnify each person who was or is a party to or 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 Registrant) by reason of the fact that he or she is or was, or has agreed to become, a director or officer of
the Registrant, or is or was serving, or has agreed to serve, at the request of the Registrant, as a director, officer, partner,
employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise
(including any employee benefit plan), or by reason of any action alleged to have been taken or omitted in such capacity, against
all expenses (including attorneys’ fees), liabilities, losses, judgments, fines (including excise taxes and penalties arising
under the Employee Retirement Income Security Act of 1974), and amounts paid in settlement actually and reasonably incurred by
or on behalf of such person in connection with such action, suit or proceeding and any appeal therefrom, if such person acted in
good faith and in a manner which such person reasonably believed to be in, or not opposed to, the best interests of the Registrant,
and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Article Eighth of the Charter also provides, among other things,
that the Registrant shall indemnify each person who was or is a party to or threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the Registrant to procure a judgment in its favor by reason of the fact that
he or she is or was, or has agreed to become, a director or officer of the Registrant, or is or was serving, or has agreed to serve,
at the request of the Registrant, as a director, officer, partner, employee or trustee of, or in a similar capacity with, another
corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan), 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 by or on behalf of such person in connection with
such action, suit or proceeding and any appeal therefrom, if such person acted in good faith and in a manner which such person
reasonably believed to be in, or not opposed to, the best interests of the Registrant, except that no indemnification shall be
made under Article Eighth in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable
to the Registrant, unless, and only to the extent, that the Court of Chancery of Delaware or the court in which such action or
suit was brought shall determine upon application that, despite the adjudication of such liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such expenses (including attorneys' fees) which the
Court of Chancery of Delaware or such other court shall deem proper.
Article Eighth of the Charter further provides that, to the
extent that any person entitled to indemnification under Article Eighth has been successful, on the merits or otherwise, in defense
of any action suit or proceeding referred to in the two immediately preceding paragraphs, or in defense of any claim, issue or
matter therein, or on appeal therefrom, such person shall be indemnified against all expenses (including attorneys' fees) actually
and reasonably incurred by or on behalf of such person in connection therewith. Article Eighth of the Charter further provides
that the Registrant must advance any expenses incurred in defending such action, suit proceeding or investigation, subject to limited
exceptions, and that the indemnification and advancement of expenses provided by the Charter shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled.
Article Eighth of the Charter also provides that the Registrant
may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Registrant
or another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) against any
expense, liability or loss incurred by him or her in any such capacity, or arising out of his or her status as such, whether or
not the Registrant would have the power to indemnify such person against such expense, liability or loss under the DGCL.
In addition, the Registrant has entered into a form of indemnification
agreement with each director and certain officers of the Registrant, to indemnify such individuals to the fullest extent permitted
by the DGCL, subject to the terms and conditions provided in the indemnification agreement. These agreements supplement and clarify
the existing indemnification provisions of the Registrant’s Charter, and further establish the processes and procedures for
indemnification claims, advancement of expenses and other determinations with respect to indemnification. The Registrant also maintains
insurance pursuant to which officers and directors are indemnified or insured against certain losses resulting from certain acts
committed by them in their capacities as directors and officers of the Registrant.
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 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) 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) of this
section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained
in 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 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 the 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, 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.