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Item 6.
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Indemnification of Directors and Officers.
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Section 145(a) of
the Delaware General Corporation Law 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 Delaware General Corporation Law 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 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 or other adjudicating court shall deem
proper.
Section 145(g) of
the Delaware General Corporation Law 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 Delaware General Corporation
Law.
Our Certificate of Incorporation,
or Charter, provides that no director shall be personally liable for monetary damages for breach of fiduciary duty as a director to the
fullest extent that the Delaware General Corporation Law or any other law of the State of Delaware permits the limitation or elimination
of the liability of directors. Our Charter further provides that any repeal or modification of such article by our stockholders or amendment
to the Delaware General Corporation Law will not adversely affect any right or protection existing at the time of such repeal or modification
with respect to any acts or omissions occurring before such repeal or modification of a director serving at the time of such repeal or
modification.
Our Bylaws, or the Bylaws,
provide that we will indemnify each of our directors and officers and, in the discretion of our board of directors, certain employees,
to the fullest extent permitted by the Delaware General Corporation Law as the same may be amended (except that in the case of amendment,
only to the extent that the amendment permits us to provide broader indemnification rights than the Delaware General Corporation Law permitted
us to provide prior to such the amendment) against any and all expenses, judgments, penalties, fines and amounts reasonably paid in settlement
that are incurred by the director, officer or such employee or on the director’s, officer’s or employee’s behalf in
connection with any threatened, pending or completed proceeding or any claim, issue or matter therein, to which he or she is or is threatened
to be made a party because he or she is or was serving as a director, officer or employee of our company, or at our request as a director,
partner, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, 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 our company and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. Article VII,
Section 5 of the Bylaws further provides for the advancement of expenses to each of our directors and, in the discretion of the board
of directors, to certain officers and employees.
In addition, the Bylaws provide that the right
of each of our directors and officers to indemnification and advancement of expenses shall be a contract right and shall not be exclusive
of any other right now possessed or hereafter acquired under any statute, provision of the Charter or Bylaws, agreement, vote of stockholders
or otherwise. Furthermore, Article VII, Section 7 of the Bylaws authorizes us to provide insurance for our directors, officers
and employees, against any liability, whether or not we would have the power to indemnify such person against such liability under the
Delaware General Corporation Law or the provisions of Article VII of the Bylaws.
In connection with the sale of common stock being
registered hereby, we have entered into indemnification agreements with each of our directors and our executive officers. These agreements
provide that we will indemnify each of our directors and such officers to the fullest extent permitted by law and the Charter and Bylaws.
We also maintain a general liability insurance
policy, which covers certain liabilities of directors and officers of our company arising out of claims based on acts or omissions in
their capacities as directors or officers.
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(a)
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The undersigned registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;
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(ii)
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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, represents 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% change in the maximum aggregate offering price
set forth in the “Calculation of Registration Fee” table in the effective Registration Statement.
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(iii)
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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;
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Provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-8 and 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 Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.
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(2)
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That, for the purpose of determining any liability under the Securities Act of 1933, 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.
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(3)
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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.
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(b) The undersigned Registrant
hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in this 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 of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the Securities Act of 1933 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 of 1933 and will be governed by
the final adjudication of such issue.