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Item 6.
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Indemnification of Directors and Officers.
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The Company is incorporated under the laws of the
State of Delaware. Section 145 of the Delaware General Corporation Law (“DGCL”) provides that a Delaware
corporation may indemnify any persons who were, are, or are threatened to be made, parties 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 such corporation),
by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at
the request of such corporation as an officer, director, employee or agent of another corporation or enterprise. The indemnity may include
expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding, provided that such person acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had
no reasonable cause to believe that his or her conduct was illegal. A Delaware corporation may indemnify any persons who were, are, or
are threatened to be made, a party to any threatened, pending or completed action or suit by or in the right of the corporation by reason
of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request
of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses
(including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such
action or suit provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s
best interests except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable
to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above,
the corporation must indemnify him or her against the expenses (including attorneys’ fees) actually and reasonably incurred.
The Company’s amended and restated certificate
of incorporation provides for the indemnification of its directors to the fullest extent permitted under the DGCL. The Company’s
amended and restated bylaws provide for the indemnification of its directors and officers to the fullest extent permitted under the DGCL.
Section 102(b)(7) of the DGCL permits
a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary duties as a director, except for liability for any:
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transaction from which the director derives an improper personal benefit;
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act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
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unlawful payment of dividends or redemption of shares; or
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breach of a director’s duty of loyalty to the corporation or its stockholders.
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The Company’s amended and restated certificate
of incorporation includes such a provision. Under the Company’s amended and restated bylaws, expenses incurred by any director or
officers in defending any such action, suit or proceeding in advance of its final disposition shall be paid by the Company upon delivery
to it of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined
that such director or officer is not entitled to be indemnified by the Company, as long as such undertaking remains required by the DGCL.
Section 174 of the DGCL provides, among other
things, that a director who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption,
may be held liable for such actions. A director who was either absent when the unlawful actions were approved or dissented at the time
may avoid liability by causing his or her dissent to such actions to be entered in the books containing minutes of the meetings of the
board of directors at the time such action occurred or immediately after such absent director receives notice of the unlawful acts.
As permitted by the DGCL, we have entered into
indemnity agreements with each of our directors and executive officers that require us to indemnify such persons against any and all expenses
(including reasonable attorneys’ fees), witness fees, damages, judgments, fines, settlements and other amounts incurred (including
expenses of a derivative action) in connection with any action, suit or proceeding, whether actual or threatened, to which any such person
may be made a party by reason of the fact that such person is or was a director, an officer or an employee of the Company or any of its
affiliated enterprises, provided that such person acted in good faith and in a manner such person reasonably believed to be in or not
opposed to our best interests and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was
unlawful. The indemnification agreements also set forth certain procedures that will apply in the event of a claim for indemnification
thereunder.
The Company has an insurance policy that covers
its officers and directors with respect to certain liabilities, including liabilities arising under the Securities Act or otherwise.