Item 15. Indemnification of Directors and Officers.
Section 145 of the General
Corporation Law of the State of Delaware (the “DGCL”) 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 such person 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 their conduct was illegal. 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 such person
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 such
officer or director 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 such person and incurred by such person in any such capacity, or arising out of their status as
such, whether or not the corporation would otherwise have the power to indemnify such person under Section 145.
Section 102(b)(7) of 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 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 Certificate of Incorporation
limits the liability of, and indemnifies, its directors and officers to the fullest extent permitted under the DGCL. Our Certification
of Incorporation further provides that an indemnified person is entitled, subject to certain limitations, to advancement, direct payment,
or reimbursement of reasonable expenses (including attorneys’ fees and disbursements) in advance of the final disposition of the
proceeding.
We have entered into indemnification
agreements with our directors and executive officers. These indemnification agreements, among other things, require us to indemnify our
directors and officers for certain expenses, including attorneys’ fees, judgments, fines, and settlements incurred by a director
or officer in any action or proceeding arising out of their services as one of our directors or officers or any other company or enterprise
to which the person provides services as our request. The form of Indemnification Agreement was filed as Exhibit 10.26 to our Current
Report on Form 8-K filed on February 16, 2021.
We have also obtained insurance
policies under which, subject to the limitations of the policies, our directors and officers are insured against liability for actions
taken in their capacity as directors and officers. We also maintain a general liability insurance policy, which covers certain liabilities
of directors and officers.
Our Bylaws include the provisions
relating to advancement of expenses and indemnification rights consistent with those set forth in our Certificate of Incorporation. In
addition, our Bylaws provide for a right of indemnity to bring a suit in the event a claim for indemnification or advancement of expenses
is not paid in full by us within a specified period of time. Our Bylaws also permit us to purchase and maintain insurance, at our expense,
to protect us and/or any director, officer, employee or agent of ours or another entity, trust or other enterprise against any expense,
liability or loss, whether or not we would have the power to indemnify such person against such expense, liability or loss under the DGCL.
Our bylaws include the provisions
relating to advancement of expenses and indemnification rights consistent with those set forth in our Certificate of Incorporation. In
addition, our bylaws provide for a right of indemnity to bring a suit in the event a claim for indemnification or advancement of expenses
is not paid in full by us within a specified period of time. Our bylaws also permit us to purchase and maintain insurance, at our expense,
to protect us and/or any director, officer, employee or agent of our corporation or another entity, trust or other enterprise against
any expense, liability or loss, whether or not we would have the power to indemnify such person against such expense, liability or loss
under the DGCL.
Any repeal or amendment of
provisions of our bylaws affecting indemnification rights, whether by our Board, stockholders or by changes in applicable law, or the
adoption of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective only, except to the extent
such amendment or change in law permits us to provide broader indemnification rights on a retroactive basis, and will not in any way diminish
or adversely affect any right or protection existing thereunder with respect to any act or omission occurring prior to such repeal or
amendment or adoption of such inconsistent provision.
Item 17. Undertakings.
(a) The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) 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 SEC 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
(iii) 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;
Provided, however,
that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section 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 SEC by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement,
or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) 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.
(3) 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.
(4) That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(A) Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the
information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration
statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of
sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and
any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating
to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement
or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale
prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part
of the registration statement or made in any such document immediately prior to such effective date.
(5) That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities:
The undersigned
registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser
by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to
offer or sell such securities to such purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The
undersigned registrant hereby further undertakes:
(1) 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 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the 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.
(2) 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
SEC 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
of 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.
