Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the DGCL, or Section 145, provides
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 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 illegal. A Delaware corporation may indemnify any persons who are, 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 reasonably believed to be in or not opposed to the corporation’s
best interests, provided 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 against the expenses 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 him and incurred by him 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 him under Section 145.
Our certificate of incorporation, as amended,
provides that no director shall be personably liable to our Company or our stockholders for monetary damages for breach of fiduciary duty
as a director; and bylaws provide that we must indemnify our directors and officers to the fullest extent permitted by the DGCL and must
indemnify against all expenses, liability, and loss incurred in investigating, defending or participating in such proceedings.
We have entered into separate indemnification
agreements with our directors and officers. Each indemnification agreement provides, among other things, for indemnification to the fullest
extent permitted by law and our bylaws against any and all expenses, judgments, fines, penalties and amounts paid in settlement of any
claim. The indemnification agreements provide for the advancement or payment of all expenses to the indemnitee.
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, provision of our certificate
of incorporation, our bylaws, agreement, vote of stockholders or disinterested directors or otherwise; provided, however, in the
case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits us to provide broader indemnification
rights than we were permitted prior thereto.
