Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 102(b)(7) of the Delaware General
Corporation Law (“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 stockholders 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 amended and restated certificate of incorporation provides for this limitation of liability.
Section 145 of the DGCL, provides, among
other things, 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 or her conduct was unlawful. A Delaware corporation may indemnify any persons
who 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 further 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 (including attorneys’
fees) 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 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 otherwise have the power to indemnify such person under Section 145.
The Registrant’s bylaws (the “Bylaws”)
provide that it must indemnify and advance expenses to its directors and officers to the full extent authorized by the DGCL.
The Registrant has entered into indemnification
agreements with each of its directors and executive officers. Such agreements may require it, among other things, to advance expenses
and otherwise indemnify its executive officers and directors against certain liabilities that may arise by reason of their status or service
as executive officers or directors, to the fullest extent permitted by law.
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, any provision of
the Registrant’s certificate of incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.
Notwithstanding the foregoing, the Registrant shall not be obligated to indemnify a director or officer in respect of a proceeding (or
part thereof) instituted by such director or officer, unless such proceeding (or part thereof) has been authorized by the board of directors
of the Registrant (the “Board”) pursuant to the applicable procedure outlined in the Bylaws.
Section 174 of the DGCL provides, among
other things, that a director, who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase
or redemption, may be held jointly and severally liable for such actions. A director who was either absent when the unlawful actions were
approved or dissented at the time may avoid liability by causing his or her dissent to such actions to be entered in the books containing
the minutes of the meetings of the Board at the time such action occurred or immediately after such absent director receives notice of
the unlawful acts.
The Registrant currently maintains and expects
to continue to maintain standard policies of insurance that provide coverage (1) to its directors and officers against loss rising
from claims made by reason of breach of duty or other wrongful act and (2) to it with respect to indemnification payments that it
may make to such directors and officers.
These provisions may discourage stockholders
from bringing a lawsuit against the Registrant’s directors for breach of their fiduciary duty. These provisions also may have the
effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful,
might otherwise benefit the Registrant and its stockholders. Furthermore, a stockholder’s investment may be adversely affected to
the extent the Registrant pays the costs of settlement and damage awards against officers and directors pursuant to these indemnification
provisions.
The Registrant believes that these provisions,
the insurance, and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.
See also the undertakings set out in response
to Item 9 herein.