Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law
of the State of Delaware provides as follows:
“A corporation shall have the power to 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 him 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 interest of the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which 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 reasonable cause to believe that his conduct was
unlawful.
A corporation shall have the power to 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 him 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 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 the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other
court shall deem proper.”
The Registrant’s second amended and
restated 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 whether civil, criminal, administrative or investigative
(other than an action by or in the right of us) by reason of the fact that he or she is or was, or has agreed to become, our director
or officer, or is or was serving, or has agreed to serve, at the Registrant’s request as a director, officer 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, our 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 second amended
and restated 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 or trustee or, 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 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 and only to the
extent that the Court of Chancery of Delaware 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 by him or her or on his or her behalf in connection therewith. If the Registrant does not
assume the defense, expenses must be advanced to an Indemnitee under certain circumstances.
The Registrant has entered into indemnification
agreements with its directors and certain of its officers, in addition to the indemnification provided for in its second amended
and restated certificate of incorporation and amended and restated by-laws, and intends to enter into indemnification agreements
with any new directors and executive officers in the future. The Registrant has purchased and intends to maintain insurance on
behalf of any person who is or was a director or officer against any loss arising from any claim asserted against him or her and
incurred by him or her in any such capacity, subject to certain exclusions.