Item
6. Indemnification of Directors and Officers.
Section
145(a) of the Delaware General Corporation Law provides, in general, 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), because he or she 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 he or she 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.
Section
145(b) of the Delaware General Corporation Law provides, in general, 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 or suit by or in the right of the corporation
to procure a judgment in its favor because 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 he or she 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, except that no indemnification
shall be made with respect to any claim, issue or matter as to which he or she 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, he or she is fairly and reasonably entitled to indemnity for
such expenses that the Court of Chancery or other adjudicating court shall deem proper.
Section
145(g) of the Delaware General Corporation Law provides, in general, that a corporation may 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 his or her status as such, whether or not the corporation would have the power to indemnify the person against such liability
under Section 145 of the Delaware General Corporation Law.
The
Registrant’s amended and restated by-laws (the “By-Laws”), provide that the Registrant will indemnify each of
its directors and officers and, in the discretion of its board of directors, certain employees, to the fullest extent permitted
by the Delaware General Corporation Law as the same may be amended (except that in the case of amendment, only to the extent that
the amendment permits the Registrant to provide broader indemnification rights than the Delaware General Corporation Law permitted
the Registrant to provide prior to such the amendment) against expenses, liability and loss that are incurred by the director,
officer or such employee or on the director’s, officer’s or employee’s behalf in connection with any threatened,
pending or completed proceeding or any claim, issue or matter therein, to which he or she is or is threatened to be made a party
because he or she is or was serving as a director, officer or employee of the Registrant, or at the Registrant’s request
as a director, partner, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, if he or she acted in a manner he or she reasonably believed to be in or not opposed to the
best interests of the Registrant and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct
was unlawful. The By-Laws further provides for the advancement of expenses to each of the Registrant’s directors and, in
the discretion of the board of directors, to certain officers and employees.
In
addition, the By-Laws provide that the right of each of the Registrant’s directors and officers to indemnification and advancement
of expenses shall be a contract right and shall not be exclusive of any other right now possessed or hereafter acquired under
any statute, provision of the Registrant’s certificate of incorporation or By-Laws, agreement, vote of stockholders or otherwise.
Furthermore, the By-Laws authorizes the Registrant to provide insurance for the Registrant’s directors, officers and employees,
against any liability, whether or not the Registrant would have the power to indemnify such person against such liability under
the Delaware General Corporation Law or the provisions of the By-Laws.
We
have also entered into indemnification agreements with each of the Registrant’s directors and the Registrant’s executive
officers. These agreements provide that the Registrant will indemnify each of the Registrant’s directors and such officers
to the fullest extent permitted by law and the Charter and By-Laws.
The
Registrant also maintain a directors and officers liability insurance policy, which covers certain liabilities of directors and
officers of the Registrant’s arising out of claims based on acts or omissions in their capacities as directors or officers.