Not applicable.
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 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 the person 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 interests of the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe the person’s 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 the person’s conduct
was unlawful.
A corporation shall have 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 the person 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 in respect of 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 (as amended) provides that it will indemnify each 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 Registrant) by reason of the fact that he or she is or was, or has agreed
to become, its 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, the best interests of the Registrant, 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 (as amended) also provides that it will indemnify any Indemnitee 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 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, its 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, 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 in respect of 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 (as amended), 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.