Item 6. Indemnification of Directors and Officers.
Section 102 of the Delaware General Corporation
Law permits a corporation to eliminate the personal liability of its directors to the corporation 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 shall be personally liable to the Registrant or its stockholders for monetary damages
for any breach of fiduciary duty as director, notwithstanding any provision of law imposing such liability, except to the extent
that the Delaware General Corporation Law prohibits the elimination or limitation of liability of directors for breaches of fiduciary
duty.
S
ection
145 of the Delaware General Corporation Law 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 the Registrant 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, 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, 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
provides that the Registrant will indemnify any indemnitee who was or is a party to or threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the Registrant to procure a judgment in our favor by reason of the fact
that the indemnitee 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, 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 by or on behalf of the indemnitee 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
s
uccessful, on the
merits or otherwise, the Registrant will indemnify him or her against all expenses, including attorneys’ fees, actually and
reasonably incurred in connection therewith. Expenses must be advanced to an indemnitee under certain circumstances.
The Registrant has
entered into indemnification agreements with each of its directors in addition to the indemnification provided for in its certificate
of incorporation. These indemnification agreements require the Registrant, among other things, to indemnify its directors for certain
expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director in any action or proceeding
arising out of his service as one of the Registrant’s directors, or any of the Registrant’s subsidiaries or any other
company or enterprise to which the person provides services at the Registrant’s request.
The Registrant maintains a general liability
insurance policy that covers certain liabilities of directors and officers of the Registrant arising out of claims based on acts
or omissions in their capacities as directors or officers.
Item 9. Undertakings.
a. The undersigned Registrant hereby undertakes:
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1.
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To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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i.
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To include any prospectus required by Section 10(a)(3) of the Securities Act;
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ii.
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To reflect in the prospectus any facts or events arising after the effective date of this 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
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iii.
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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;
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provided, however
, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective
amendment by those paragraphs is contained in 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.
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2.
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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.
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3.
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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.
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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 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.