Item 6.
Indemnification of Directors and Officers.
The Company is incorporated under the laws of the State of Delaware.
Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a Delaware corporation may indemnify
any persons who are, or are threatened to be made, parties 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 was an officer, director, employee, or agent of such corporation, or is or was serving at the request
of such person as an officer, director, 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 that 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 illegal.
Section 145 of the DGCL also gives a corporation the power to
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. Section 145 further provides that, to the extent that a present or former director
or officer of a corporation has been successful on the merits or otherwise in defense of any such action, suit or proceeding, or
in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’
fees) actually and reasonably incurred by such person in connection therewith.
The Company’s Amended and Restated Bylaws provide that:
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the Company shall indemnify its directors, officers and, in the discretion of its board of directors, certain employees and
agents to the fullest extent permitted by the DGCL, as it now exists or may in the future be amended; and
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the Company shall advance reasonable expenses, including attorneys’ fees, to its directors and officers in connection
with legal proceedings relating to their service for or on behalf of the Company, subject to limited exceptions.
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Section 145 of the DGCL also 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, partnership, joint
venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, arising
out of his status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145. The
Company maintains general liability insurance which covers certain liabilities of its directors and officers arising out of claims
based on acts or omissions in their capacities as directors or officers, including liabilities under the Securities Act.
The Company has adopted provisions in the Company’s certificate
of incorporation that limit or eliminate the personal liability of the Company’s directors to the fullest extent permitted
by the DGCL, as it now exists or may in the future be amended. Consequently, a director will not be personally liable to the Company
or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for:
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any breach of the director’s duty of loyalty to the Company or its stockholders;
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acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
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unlawful payments of dividends or unlawful stock purchases or redemptions under Section 174 of the DGCL; or
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any transaction from which the director derived an improper personal benefit.
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These limitations of liability do not alter director liability
under the federal securities laws and do not affect the availability of equitable remedies such as an injunction or rescission.
Item 9.
Undertakings.
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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;
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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, represent 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 20% change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective Registration Statement; and
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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 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.
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(2)
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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.
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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, each filing of the Registrant’s
annual report pursuant to Section 13(a) or 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
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 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 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.
