Item6.
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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, 2021) (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.
(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.