Not applicable.
| Item 6. | Indemnification of Directors and Officers. |
Section 102(b)(7) of the Delaware General Corporation
Law (the “DGCL”) allows a corporation to provide in its certificate of incorporation that a director of the corporation will
not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except
where the director breached the 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. Our certificate of incorporation will provide for this limitation of liability.
Section 145 of the DGCL (“Section 145”)
provides that a Delaware corporation may indemnify any person who was, is or is threatened to be made, 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 such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation or
is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The
indemnity may include 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, provided such person acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action
or proceeding, had no reasonable cause to believe that his conduct was illegal. A Delaware corporation may indemnify any persons who are,
were or are a party to any threatened, pending or completed action or suit 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 another corporation or enterprise. The indemnity may include expenses
(including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such
action or suit, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the
corporation’s best interests, provided that no indemnification is permitted without judicial approval if the officer, director,
employee or agent is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in
the defense of any action referred to above, the corporation must indemnify him or her against the expenses which such officer or director
has actually and reasonably incurred.
Section 145 further authorizes a corporation 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 or enterprise, against
any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such,
whether or not the corporation would otherwise have the power to indemnify him or her under Section 145.
The Company’s bylaws provide that it will
indemnify its directors and officers to the fullest extent authorized by the DGCL and must also pay expenses incurred in defending any
such proceeding in advance of its final disposition upon delivery of an undertaking, by or on behalf of an indemnified person, to repay
all amounts so advanced if it should be determined ultimately that such person is not entitled to be indemnified under this section or
otherwise.
The Company has entered into indemnification
agreements with each of its executive officers and directors. The indemnification agreements provide the executive officers and
directors with contractual rights to indemnification, expense advancement and reimbursement, to the fullest extent permitted under
the DGCL.
The indemnification rights set forth above shall
not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of the Company’s
certificate of incorporation or bylaws, agreement, vote of shareholders or disinterested directors or otherwise.
The Company maintains standard policies of insurance
that provide coverage (1) to the Company’s directors and officers against loss arising from claims made by reason of breach of duty
or other wrongful act and (2) to the Company with respect to indemnification payments that the Company may make to such directors and
officers.