Not applicable.
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 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 none of its directors shall
be personally liable to the Registrant 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 Delaware General Corporation Law prohibits the elimination
or limitation of liability of directors for breaches of fiduciary duty.
Section 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 it will indemnify each person who was or is a party or is threatened to be made a party or is involved in 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, 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 (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 the Registrant 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, 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 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 executive officers and directors. 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 executive
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 its directors and officers arising out of claims based on acts or omissions in their capacities
as directors or officers.
Item 9. Undertakings
(a) The 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 the Registration Statement; and
(iii) To include any material
information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to
such information in the 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 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 the 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 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 the 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.