Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware (DGCL), in which the Registrant is
incorporated, provides generally and in pertinent part that a Delaware corporation may indemnify its directors, officers, employees and agents (or persons serving at the request of the Registrant as a director, officer, employee or agent of another
entity) against expenses, judgments, fines, and settlements actually and reasonably incurred by them in connection with any civil, criminal, administrative, or investigative suit or action except actions by or in the right of the corporation if, in
connection with the matters in issue, they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and in connection with any criminal suit or proceeding, if in connection with
the matters in issue, they had no reasonable cause to believe their conduct was unlawful.
Section 145 further provides that in
connection with the defense or settlement of any action by or in the right of the corporation, a Delaware corporation may indemnify its directors, officers, employees and agents (or persons serving at the request of the Registrant as a director,
officer, employee or agent of another entity) against expenses actually and reasonably incurred by them if, in connection with the matters in issue, they acted in good faith and in a manner they reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in respect of any claim, issue, or matter as to which such person has been adjudged liable to the corporation unless the Delaware Court of Chancery or other court in which
such action or suit is brought approves such indemnification. Section 145 further permits a Delaware corporation to grant its directors and officers additional rights of indemnification through bylaw provisions and otherwise, and or purchase
indemnity insurance on behalf of its directors and officers.
Article Eight of the Restated Certificate of Incorporation of the
Registrant, as amended (the Certificate of Incorporation), and Article VII of the Second Amended and Restated Bylaws of the Registrant, as amended (the Bylaws), provide, in general, that the
Registrant may indemnify its directors, officers, employees and agents (or persons serving at the request of the Registrant as a director, officer, employee or agent of another entity) to the fullest extent permitted by the DGCL or other applicable
law.
In addition, the 2020 Plan provides that no member of the Board of Directors, nor any officer or Employee (as defined in the 2020
Plan) of the Registrant acting on behalf of the Board of Directors, shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect to the 2020 Plan, and all members of the Board of Directors,
each officer of the Registrant, and each Employee of the Registrant acting on behalf of the Board of Directors shall, to the extent permitted by law, be fully indemnified and protected by the Registrant in respect of any such action, determination,
or interpretation to the fullest extent provided by law.
The foregoing is only a general summary of certain aspects of Delaware law and
the Certificate of Incorporation, Bylaws, indemnification agreements and the 2020 Plan with respect to indemnification of directors and officers and does not purport to be complete and is qualified in its entirety by the full text of each of the
foregoing.