Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 102(b)(7) of the Delaware General Corporation
Law (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 amended and restated certificate of incorporation provides for this limitation of liability.
Section 145 of the DGCL, provides, among other
things, 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
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 unlawful. 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 he or she reasonably believed to be in or not opposed
to the corporation’s best interests, provided further 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 him or her against the expenses (including attorneys’
fees) 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 his or her status as such,
whether or not the corporation would otherwise have the power to indemnify such person under Section 145.
The Registrant has entered into indemnification
agreements with each of our directors and executive officers. Such agreements may require us, among other things, to advance expenses
and otherwise indemnify our executive officers and directors against certain liabilities that may arise by reason of their status or
service as executive officers or directors, to the fullest extent permitted by law.
The indemnification rights set forth above shall
not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, any provision of our
Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise. Notwithstanding the foregoing,
Registrant shall not be obligated to indemnify a director or officer in respect of a proceeding (or part thereof) instituted by such
director or officer, unless such proceeding (or part thereof) has been authorized by the Board pursuant to the applicable procedure outlined
in our Bylaws.
Section 174 of the DGCL provides, among other
things, that a director, who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption,
may be held jointly and severally liable for such actions. A director who was either absent when the unlawful actions were approved or
dissented at the time may avoid liability by causing his or her dissent to such actions to be entered in the books containing the minutes
of the meetings of the board at the time such action occurred or immediately after such absent director receives notice of the unlawful
acts.
The Registrant currently maintains and expects
to continue to maintain standard policies of insurance that provide coverage (1) to our directors and officers against loss rising from
claims made by reason of breach of duty or other wrongful act and (2) to us with respect to indemnification payments that we may make
to such directors and officers.
These provisions may discourage stockholders
from bringing a lawsuit against the Registrant’s directors for breach of their fiduciary duty. These provisions also may have the
effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful,
might otherwise benefit the Registrant and its stockholders. Furthermore, a stockholder’s investment may be adversely affected
to the extent the Registrant pays the costs of settlement and damage of awards against officers and directors pursuant to these indemnification
provisions.
The Registrant believes that these provisions,
the insurance, and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.
See also the undertakings set out in response
to Item 9 herein.
Item 9. 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;
(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 this Registration Statement;
and
(iii) To include any material
information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to
such information in this Registration Statement;
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 periodic 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 this Registration Statement.
(2) 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.
(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.
(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 Section 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.