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Item
6.
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Indemnification of Directors and Officers.
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Section 102 of the Delaware General
Corporation Law (the “DGCL”) permits a corporation to eliminate the personal liability of its directors or its stockholders
for monetary damages for a breach of fiduciary duty as a director, except where the director breached his or her duty of loyalty,
failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend
or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. The Registrant’s
certificate of incorporation, as amended, provides that no director shall be personally liable to the Registrant or its stockholders
for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability,
except to the extent that the DGCL prohibits the elimination or limitation of liability of directors for breaches of fiduciary
duty.
Section 145 of the DGCL provides that
a corporation has the power to indemnify a director, officer, employee or agent of the corporation and certain other persons serving
at the request of the corporation in related capacities against expenses (including attorneys’ fees), judgments, fines and
amounts paid in settlements actually and reasonably incurred by the person in connection with an action, suit or proceeding to
which he or she is or is threatened to be made a party by reason of such position, if such person 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, in any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that, in the case of actions brought
by or in the right of the corporation, 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
other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the
case, such person is fairly and reasonably entitled to indemnification for such expenses which the Court of Chancery or such other
court shall deem proper.
The Registrant’s certificate of incorporation,
as amended, 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 the Registrant), by reason of the fact that he or she is or was, or has agreed to become, a director or officer
of the Registrant, or is or was serving, or has agreed to serve, at the Registrant’s request as a director, officer, partner,
employee 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 Registrant’s 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 certificate of incorporation,
as amended, also provides that the Registrant 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 of the Registrant, or is or was serving, or has agreed to serve, at the
Registrant’s request as a director, officer, partner, employee 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, to the extent permitted by law, 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 a court 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 executive officers. In general, these agreements provide that the Registrant will indemnify the
director or executive officer to the fullest extent permitted by law for claims arising in his or her capacity as a director or
officer of the Registrant or in connection with their service at the Registrant’s request for another corporation or entity.
The indemnification agreements also provide for procedures that will apply in the event that a director or executive officer makes
a claim for indemnification and establish certain presumptions that are favorable to the director or executive officer.
The Registrant maintains a general liability
insurance policy that covers certain liabilities of its directors and officers arising out of claims based on acts or omissions
in their capacities as directors or officers.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price
set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii) To include any material information
with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such
information in this registration statement;
provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-8,
and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with
or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated
by reference in this registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion
of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.