Not applicable.
Item 6. Indemnification of Directors and
Officers.
Subsection (a) of Section 145 of
the DGCL empowers a corporation to indemnify any person who was or is a party or who 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) by reason of the fact that 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), judgments, fines and amounts paid in settlement
actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and
in a manner the person 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 the person’s conduct was unlawful.
Subsection (b) of Section 145 empowers
a corporation to 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 by reason of the fact that the person acted in
any of the capacities set forth above, 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 the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of
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 the court in which such action or suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all 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.
Section 145 further provides that to
the extent a director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or
proceeding referred to in subsections (a) and (b) of Section 145, or in defense of any claim, issue or matter therein,
such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in
connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which
the indemnified party may be entitled; and the indemnification provided for by Section 145 shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit
of such person’s heirs, executors and administrators. Section 145 also empowers the 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, 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 status as such,
whether or not the corporation would have the power to indemnify such person against such liabilities under Section 145.
Section 102(b)(7) of the DGCL provides
that a corporation’s certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director
to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall
not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal
benefit.
Our certificate of incorporation and bylaws contain
provisions that limit the liability of our current and former directors for monetary damages to the fullest extent permitted by Delaware
law. Delaware law provides that directors of a corporation will not be personally liable for monetary damages for any breach of fiduciary
duties as directors, except liability for:
· any breach of
the director’s duty of loyalty to the corporation or its stockholders;
· any act or omission not in good faith
or that involves intentional misconduct or a knowing violation of law;
· unlawful payments of dividends or unlawful
stock repurchases or redemptions as provided in Section 174 of the DGCL; or
· any transaction from which the director derived an improper
personal benefit.
This limitation of liability does not apply to
liabilities arising under federal securities laws and does not affect the availability of equitable remedies such as injunctive relief
or rescission.
Our bylaws provide that we are required to indemnify
our directors to the fullest extent permitted by Delaware law. Our bylaws also provide that, upon satisfaction of certain conditions,
we are required to advance expenses incurred by a director in advance of the final disposition of any action or proceeding, and permit
us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions
in that capacity regardless of whether we would otherwise be permitted to indemnify him or her under the provisions of Delaware law. Our
bylaws also provide our board of directors with discretion to indemnify our officers and employees when determined appropriate by our
board of directors. We have entered into agreements to indemnify our directors, executive officers and other employees as determined by
the board of directors. With certain exceptions, these agreements provide for indemnification for related expenses including, among other
things, attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding.
We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and officers. We also
maintain customary directors’ and officers’ liability insurance.
The limitation of liability and indemnification
provisions in our bylaws and indemnification agreements may discourage stockholders from bringing a lawsuit against our directors for
breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors and officers, even
though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be adversely affected
to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification
provisions. At present, there is no pending litigation or proceeding involving any of our directors, officers or employees for which indemnification
is sought and we are not aware of any threatened litigation that may result in claims for indemnification.