Item 6. Indemnification of Directors and Officers
Section 102 of the General Corporation Law of the State of Delaware
permits a corporation to eliminate the personal liability of its directors or its stockholders for monetary damages for a breach
of fiduciary duty as a director, except where the director breached his or her 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. The registrant’s certificate of incorporation provides
that no director of the registrant shall be personally liable to it or its stockholders for monetary damages for any breach of
fiduciary duty as a director, notwithstanding any provision of law imposing such liability, except to the extent that the General
Corporation Law of the State of Delaware prohibits the elimination or limitation of liability of directors for breaches of fiduciary
duty.
Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation and certain other
persons serving at the request of the corporation in related capacities against expenses (including attorneys’ fees), judgments,
fines and amounts paid in settlements actually and reasonably incurred by the person in connection with an action, suit or proceeding
to which he or she is or is threatened to be made a party by reason of such position, if such person 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, in any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that, in the case of actions brought
by or in the right of the corporation, no indemnification shall be made with respect to 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
other adjudicating court determines that, despite the adjudication of liability but in view of all of 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.
The registrant’s certificate of incorporation provides
that it will indemnify each person who was or is a party or threatened to be made a party or is involved in 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 us) by reason of the fact that he or she is or was, or has agreed to become, a 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, trust 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 registrant’s certificate of incorporation also provides
that it will indemnify any Indemnitee who was or is a party to an action or suit by or in the right of us to procure a judgment
in the registrant’s favor by reason of the fact that the Indemnitee is or was, or has agreed to become, a 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, trust or other enterprise, or by reason of
any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees) and,
to the extent permitted by law, amounts paid in settlement actually and reasonably incurred in connection with such action, suit
or proceeding, and any appeal therefrom, if the 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, except that no indemnification shall be made with respect to any
claim, issue or matter as to which such person shall have been adjudged to be liable to the registrant, unless a court determines
that, despite such adjudication but in view of all of the circumstances, he or she is entitled to indemnification of such expenses.
Notwithstanding the foregoing, to the extent that any Indemnitee has been successful, on the merits or otherwise, he or she will
be indemnified by the registrant against all expenses (including attorneys’ fees) actually and reasonably incurred by him
or her or on his or her behalf in connection therewith. If the registrant does not assume the defense, expenses must be advanced
to an Indemnitee under certain circumstances.
The registrant has entered into indemnification agreements with
each of its directors and executive officers. In general, these agreements provide that the registrant will indemnify the director
or executive officer to the fullest extent permitted by law for claims arising in his or her capacity as a director or officer
of the registrant or in connection with their service at the registrant’s request for another corporation or entity. The
indemnification agreements also provide for procedures that will apply in the event that a director or executive officer makes
a claim for indemnification and establish certain presumptions that are favorable to the director or executive officer.
The registrant maintains a general liability insurance policy
that covers certain liabilities of the directors and officers of the registrant arising out of claims based on acts or omissions
in their capacities as directors or officers.