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Item 6.
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Indemnification of Directors and
Officers.
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Delaware
law provides a detailed statutory framework covering indemnification of directors, officers, employees or agents against liabilities and
expenses arising out of legal proceedings brought against them by reason of their status or service as directors, officers, employees
or agents. Section 145 of the DGCL ("Section 145") provides that a director, officer, employee or agent of a corporation
(i) shall be indemnified by the corporation for expenses actually and reasonably incurred in defense of any action or proceeding
if such person is sued by reason of his service to the corporation, to the extent that such person has been successful in defense of such
action or proceeding, or in defense of any claim, issue or matter raised in such litigation, (ii) may, in actions other than actions
by or in the right of the corporation (such as derivative actions), be indemnified for expenses actually and reasonably incurred, judgments,
fines and amounts paid in settlement of such litigation, even if he is not successful on the merits, if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of the corporation (and in a criminal proceeding, if he
did not have reasonable cause to believe his conduct was unlawful), and (iii) may be indemnified by the corporation for expenses
actually and reasonably incurred (but not judgments or settlements) in any action by the corporation or of a derivative action (such as
a suit by a stockholder alleging a breach by the director or officer of a duty owed to the corporation), even if he is not successful,
provided that he acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation,
provided that no indemnification is permitted without court approval if the director has been adjudged liable to the corporation. Delaware
law also permits a corporation to elect to indemnify its officers, directors, employees and agents under a broader range of circumstances
than that provided under Section 145.
Provisions
in the Registrant’s amended and restated certificate of incorporation and amended and restated bylaws limit or eliminate the personal
liability of the Registrant’s directors to the fullest extent permitted by the DGCL, as it now exists or may in the future be amended.
Consequently, a director will not be personally liable to the Registrant or the Registrant’s stockholders for monetary damages or
breach of fiduciary duty as a director, except for liability for:
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any breach of the director's duty of loyalty to the Registrant or the Registrant’s stockholders;
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any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
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any unlawful payments related to dividends or unlawful stock purchases, redemptions or other distributions; or
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any transaction from which the director derived an improper personal benefit.
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These
limitations of liability do not alter director liability under the federal securities laws and do not affect the availability of equitable
remedies such as an injunction or rescission.
In
addition, the Registrant’s amended and restated bylaws provide that:
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the Registrant will indemnify its directors, officers and, in the discretion of the Registrant’s board of directors, certain
employees to the fullest extent permitted by the DGCL, as it now exists or may in the future be amended; and
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the Registrant will advance reasonable expenses, including attorneys' fees, to its directors and, in the discretion of the Registrant’s
board of directors, to its officers and certain employees, in connection with legal proceedings relating to their service for or on behalf
of the Registrant, subject to limited exceptions.
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The
Registrant has entered into indemnification agreements with each of its directors and certain of its executive officers. These agreements
provide that the Registrant will indemnify each of its directors and certain of its executive officers to the fullest extent permitted
by Delaware law.
The
Registrant also maintains general liability insurance which covers certain liabilities of its directors and officers arising out of claims
based on acts or omissions in their capacities as directors or officers, including liabilities under the Securities Act.
Reference is made to the underwriting agreement
filed as Exhibit 1.1 to Registrant’s Registration Statement on Form S-1 (Registration No. 333-190591), as amended, declared effective
by the Commission on September 25, 2013, and the underwriting agreement filed as Exhibit 1.1 to Registrant’s Registration Statement
on Form S-1 (Registration No. 333-194379), as amended, declared effective by the Commission on March 19, 2014, the equity distribution
agreement filed as Exhibit 1.1 to Registrant’s Current Report on Form 8-K filed on July 14, 2015, with respect to the Registrant’s
Registration Statement on Form S-3 (Registration No. 333-204703) that was declared effective by the Commission on June 23, 2015, and the
equity distribution agreement filed as Exhibit 1.1 to Registrant’s Current Report on Form 8-K filed on November 14, 2016, with respect
to the Registrant’s Registration Statement on Form S-3 (Registration No. 333-214146), declared effective by the Commission on November
1, 2016, pursuant to which the underwriters have agreed to indemnify the Registrant’s officers and directors against certain liabilities
under the 1933 Act.