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Item 6.
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Indemnification of Directors and Officers.
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Section 145 of the Delaware
General Corporation Law (the “DGCL”) provides 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) 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. Section 145
of the DGCL further provides that a corporation similarly 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
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 Delaware Court
of Chancery or such other court in which such action or suit was brought shall determine upon application 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 indemnity for such
expenses which the Delaware Court of Chancery or such other court shall deem proper.
Section 145 of the DGCL
also provides that a corporation has the power to 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 such person’s status as such, whether or not the corporation would have the
power to indemnify such person against such liability under this section.
Article Eight of the
Registrant’s Amended and Restated Certificate of Incorporation (effective as of December 31, 2020) provides that, to the fullest
extent permitted by the DGCL, as the same exists or may be amended, a director of the Registrant is not liable to the Registrant or its
stockholders for monetary damages for a breach of fiduciary duty as a director.
Article V of the Amended
and Restated Bylaws of the Registrant (effective as of December 31, 2020) (the “Bylaws”) provides, among other things,
that each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he, or a person of whom he is the legal representative, is
or was a director or officer, of the Registrant or is or was serving at the request of the Registrant as a director, officer, employee,
fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, shall be indemnified and held
harmless by the Registrant to the fullest extent not prohibited by the DGCL, as the same exists or may be amended (but, in the case of
any such amendment, only to the extent that such amendment permits the Registrant to provide broader indemnification rights than the DGCL
permitted the Registrant to provide prior to such amendment) against all judgments, fines, penalties, amounts paid or to be paid in settlement,
expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such person in connection with such proceeding)
and such indemnification inures to the benefit of the person’s heirs, executors and administrators; provided, however, that, subject
to certain exceptions, the Registrant shall indemnify any such person seeking indemnification in connection with a proceeding initiated
by such person only if such proceeding was authorized by the Board of Directors of the Registrant. The right to indemnification conferred
in Article V is a contract right and, subject to certain exceptions, includes the right to be paid by the Registrant the expenses
incurred in defending any such proceeding in advance of its final disposition.
Article V of the Bylaws
also provides that the Registrant may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director,
officer, employee, fiduciary, or agent of the Registrant or was serving at the request of the Registrant as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her
and incurred by him or her in any such capacity, whether or not the Registrant would have the power to indemnify such person against such
liability under Article V of the Bylaws.
The Registrant has entered
into indemnification agreements with its directors and executive officers. The indemnification agreement supplements and clarifies existing
indemnification provisions of the Registrant’s Amended and Restated Certificate of Incorporation and Bylaws and, in general, provides
for indemnification to the fullest extent not prohibited by the DGCL, subject to the terms and conditions provided in the indemnification
agreement. The indemnification agreement also establishes processes and procedures for indemnification claims, advancement of expenses
and costs and other determinations with respect to indemnification.
The Registrant also maintains
a directors’ and officers’ liability insurance policy insuring its directors and officers against certain losses resulting
from certain acts committed by them in their capacities as directors and officers of the Registrant.
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 the 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 the 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 a 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 the Registration Statement or any
material change to such information in the Registration Statement;
provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if 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 section 15(d) of the Exchange Act that are incorporated by reference in the 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 the 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 the 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.