Item
6. Indemnification of Directors and Officers.
Section 145(a)
of the Delaware General Corporation Law (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, 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 of the State
of Delaware 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 of the State of Delaware
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
second amended and restated certificate of incorporation (the “Certificate of Incorporation”) provides that, to the fullest
extent permitted by the DGCL, none of our directors shall be personally liable to the Company or our stockholders for monetary damages
for any breach of fiduciary duty as a director. 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 any of our directors 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 the foregoing provisions by our stockholders will not
adversely affect any right or protection of our directors with respect to any acts or omissions occurring prior to the time of such repeal
or modification.
Our
Certificate of Incorporation provides that each person who is or was our director or officer or is or was serving at our request as a
director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, employee benefit plan or other
enterprise (including the heirs, executors, administrators or estate of such person) will be indemnified and advanced expenses by the
Company, in accordance with our amended and restated bylaws (the “Bylaws”), to the fullest extent authorized or permitted
by the DGCL, as it may be amended (but, in the case of any such amendment, only to the extent that such amendment permits us to provide
broader indemnification rights than said law permitted us to provide prior to such amendment), or any other applicable laws.
Our
Bylaws provide that we will indemnify and hold harmless each person who is or was serving as our director or officer or who, serving
as our director or officer, is or was serving at our request 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 any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, to which the person is a party or is threatened to be made a party because of such
service, and that we will make advances of expenses (including attorneys’ fees) incurred by an officer or director in defending
any civil, criminal, administrative or investigative action, suit or proceeding, to the fullest extent permitted by law. However, our
Bylaws also provide that no such indemnity will be made in respect of any matter as to which a director or officer has been adjudged
to be liable to the Company, unless and only to the extent that the court in which such action or suit was brought determines, upon application,
that, despite the adjudication of liability but in view of all the circumstances of the case, such director or officer is fairly and
reasonably entitled to indemnity for such expenses which the court deems proper.
Our
Bylaws further provide that if the DGCL is amended to authorize further indemnification of directors or officers, then our
directors and officers will be indemnified to the fullest extent permitted by the DGCL.
We
have entered into indemnification agreements with each of our directors and executive officers. These agreements provide that
we will indemnify each of our directors and such officers to the fullest extent permitted by law and our Certificate of Incorporation
and Bylaws.
We
also maintain a general liability insurance policy, which will cover certain liabilities of our directors and officers arising out of
claims based on acts or omissions in their capacities as directors or officers.