Further, the Registrant has entered into indemnification agreements with each of its
directors and executive officers that may be broader than the specific indemnification provisions contained in the Delaware General Corporation Law. These indemnification agreements require the Registrant, among other things, to indemnify its
directors and executive officers against liabilities that may arise by reason of their status or service. These indemnification agreements also require the Registrant to advance all expenses incurred by the directors and executive officers in
investigating or defending any such action, suit, or proceeding. The Registrant believes that these agreements are necessary to attract and retain qualified individuals to serve as directors and executive officers.
The limitation of liability and indemnification provisions in the Registrants amended and restated certificate of incorporation, amended
and restated bylaws and the indemnification agreements that the Registrant has entered into with its directors and executive officers may discourage stockholders from bringing a lawsuit against the Registrants directors and executive officers
for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against the Registrants directors and executive officers, even though an action, if successful, might benefit the Registrant and other
stockholders. Further, a stockholders investment may be adversely affected to the extent that the Registrant pays the costs of settlement and damage awards against directors and executive officers as required by these indemnification
provisions. At present, the Registrant is not aware of any pending litigation or proceeding involving any person who is or was one of the Registrants directors, officers, employees, or other agents or is or was serving at its request as a
director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, for which indemnification is sought, and the Registrant is not aware of any threatened litigation that may result in claims for
indemnification.
The Registrant has obtained insurance policies under which, subject to the limitations of the policies, coverage is
provided to the Registrants directors and executive officers against loss arising from claims made by reason of breach of fiduciary duty or other wrongful acts as a director or executive officer, including claims relating to public securities
matters, and to the Registrant with respect to payments that may be made by the Registrant to these directors and executive officers pursuant to its indemnification obligations or otherwise as a matter of law.
Certain of the Registrants non-employee directors may, through their relationships
with their employers, be insured or indemnified against certain liabilities incurred in their capacity as members of the Registrants board of directors.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been informed that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
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