Not applicable.
Item 6. Indemnification
of Directors and Officers.
Section 145(a) of the Delaware
General Corporation Law (the “DGCL”) 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 DGCL 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 DGCL 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 DGCL.
The registrant’s Certificate of Incorporation
provides that none of its directors shall be personally liable to the registrant or its stockholders for monetary damages for any breach
of fiduciary duty as a director. In addition, the Certificate of Incorporation provides that if the DGCL is amended to authorize the further
elimination or limitation of the liability of directors, then the liability of a director of the registrant shall be eliminated or limited
to the fullest extent permitted by the DGCL, as so amended.
The registrant’s Certificate of Incorporation
further provides that any repeal or modification of such article by its stockholders or amendment to the DGCL 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.
The registrant’s Bylaws provide that it
will indemnify each person who was or is a party or 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 registrant) by
reason of the fact that he or she is or was, or has agreed to become, the registrant’s director or officer, or is or was serving,
or has agreed to serve, at the registrant’s request as a director, officer, partner, employee or trustee of, or in a similar capacity
with, another corporation, partnership, joint venture or other enterprise (all such persons being referred to as an “Indemnitee”),
or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees),
judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding and
any appeal therefrom, if such Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to
the registrant’s best interests, and, with respect to any criminal action or proceeding, he or she had no reasonable cause to believe
his or her conduct was unlawful. The Bylaws also provide that the registrant will advance expenses to Indemnitees in connection with a
legal proceeding, subject to limited exceptions.
The registrant has entered into indemnification
agreements with each of its directors and executive officers. These agreements provide that it will indemnify each of its directors and
such officers to the fullest extent permitted by law and the registrant’s Certificate of Incorporation and Bylaws.
The registrant also maintains
a general liability insurance policy, which will cover certain liabilities of its directors and officers arising out of claims based on
acts or omissions in their capacities as directors or officers.