Item 6. Indemnification of Directors and Officers.
Section 145(a) of the Delaware General Corporation Law (the
“DGCL”) provides in relevant part 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 such 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 such person in connection with such action, suit or proceeding if such
person acted in good faith and in a manner such 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 such person’s conduct was unlawful.
Section 145(b) of the DGCL provides in relevant part 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 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 amended and restated certificate of incorporation of the Registrant
generally provides that the Registrant will indemnify its directors and officers to the fullest extent permitted by law; provided that
except as set forth in the following paragraph, the Registrant will indemnify any person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the board of directors
of the Registrant. Furthermore, the Registrant will not be obligated to indemnify a director or officer for costs and expenses relating
to proceedings (or any part thereof) instituted against the Registrant by such director or officer (other than proceedings pursuant to
which such director or officer is seeking to enforce such director’s or officer’s indemnification rights hereunder). The right
to indemnification includes the right to be paid the expenses incurred in defending any such proceeding in advance of its final disposition;
provided, however, that if the DGCL requires the payment of such expense incurred by a director or officer in such capacity in advance
of the final disposition of a proceeding, provided it shall be made only upon delivery of an undertaking, by or on behalf of such director
or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be
indemnified.
If the Registrant does not pay a claim for indemnification in full
within 30 days after a written claim has been received by it, the claimant may at any time thereafter bring suit to recover the unpaid
amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting
such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending
any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Registrant)
that the claimant has not met the standards of conduct that make it permissible under the DGCL for the Registrant to indemnify the claimant
for the amount claimed, but the burden of proving such defense shall be on the Registrant. Neither the failure by the Registrant (including
by the board of directors, independent legal counsel or stockholders) to have made a determination prior to the commencement of such action
that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth
in the DGCL, nor an actual determination by the Registrant (including by the board of directors, independent legal counsel, or stockholders)
that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant
has not met the applicable standard of conduct.
The amended and restated certificate of incorporation of the Registrant
also provides for the limitation of liability set forth in Section 102(b)(7) of the DGCL, which permits a corporation to provide
in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s
duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for any transaction from which the
director derived an improper personal benefit.
The amended and restated certificate of incorporation of the Registrant
allows the Registrant to maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Registrant
or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the
Registrant would have the power to indemnify such person against such expense, liability or loss under the DGCL. Section 145(g) of
the DGCL provides that a corporation shall have 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 that section. The Registrant maintains a policy that provides
liability insurance for directors and officers of the Registrant and its subsidiaries.
The right to indemnification set forth in the amended and restated
certificate of incorporation of the Registrant is not exclusive of any other right that any person may have or acquire under any statute,
any provision of the amended and restated certificate of incorporation or amended and restated bylaws of the Registrant, agreement, vote
of stockholders or disinterested directors or otherwise.
Item 9. Undertakings.
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(a)
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The Registrant hereby undertakes:
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(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; and
(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) 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 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 Section 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.