Item 6. Indemnification of Directors
and Officers.
Section 145(a) of the Delaware
General Corporation Law (“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, 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.
Our Certificate of Incorporation provides that no director of ours shall be personally liable to us or our stockholders
for monetary damages for any breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s
duty of loyalty to us or our stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (3) under Section 174 of the DGCL, or (4) for any transaction from which the director derived
an improper personal benefit. In addition, our Certificate of Incorporation provides that if the DGCL is amended to authorize the further
elimination or limitation of the liability of directors, then the liability of a director of ours shall be eliminated or limited to the
fullest extent permitted by the DGCL, as so amended.
Our Certificate of Incorporation further provides
that any repeal or modification of such article by the stockholders or amendment to the DGCL will not adversely affect any right or protection
existing at the time of such repeal or modification with respect to any acts or omissions occurring before such repeal or modification
of a director serving at the time of such repeal or modification.
Our Bylaws provide that we 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 Company) by reason of the fact that he
or she is or was, or has agreed to become, the Company’s director or officer, or is or was serving, or has agreed to serve, at our
request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint
venture 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 our 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. Our Bylaws also provides that we will
advance expenses to Indemnitees in connection with a legal proceeding, subject to certain conditions and exceptions.
In addition, we have entered into
indemnification agreements with each of our directors and executive officers. Each indemnification agreement provides for
indemnification and advancements by us of certain expenses and costs relating to claims, suits or proceedings arising from each
individual’s service or, at our request, service to other entities, as an officer or director, as applicable, to the maximum
extent permitted by applicable law.
We will also maintain a general liability insurance
policy, which will cover certain liabilities of directors and officers of ours arising out of claims based on acts or omissions in their
capacities as directors or officers.