Item 5. Interests of Named Experts and Counsel
Item 6. Indemnification of Directors and
Officers
Section 145(a) of the Delaware General Corporation
Law (the “DGCL”) provides, in general, that a corporation may indemnify any person who was or is a party to 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 DGCL 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 DGCL 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 DGCL.
Additionally, our Certificate of Incorporation
eliminates our directors’ liability to the fullest extent permitted under the DGCL. The DGCL provides that directors of a corporation
will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability:
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for any transaction from which the director derives an improper
personal benefit;
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for any act or omission not in good faith or that involves
intentional misconduct or a knowing violation of law;
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for any unlawful payment of dividends or redemption of shares;
or
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for any breach of a director’s duty of loyalty to the
corporation or its stockholders.
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If the DGCL is amended to authorize corporate
action further eliminating or limiting the personal liability of directors, then the liability of the Company’s directors will be
eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
In addition, we have entered into separate indemnification
agreements with our directors and officers. These agreements, among other things, require us to indemnify our directors and officers for
certain expenses, including attorneys’ fees, judgments, fines, and settlement amounts incurred by a director or officer in any action
or proceeding arising out of their services as one of our directors or officers or any other company or enterprise to which the person
provides services at our request.
We maintain a directors’ and officers’
insurance policy pursuant to which our directors and officers are insured against liability for actions taken in their capacities as directors
and officers.