Item 4. Description of Securities.
Not applicable.
Item 5. Interests of
Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (“DGCL”) permits a corporation to indemnify its directors, officers,
employees, and agents against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with any action, suit, or proceeding, whether civil, criminal, administrative,
or investigative, to which such person is made a party by reason of the fact that he or she is or was serving in such capacity, provided that such person acted in good faith and in a manner 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 his or her conduct was unlawful. In the case of actions by or in the right of the corporation, indemnification may be provided
only for expenses actually and reasonably incurred in connection with the defense or settlement of such action, and no indemnification shall be made if such person is adjudged liable to the corporation, unless and only to the extent that the court
determines such indemnification is proper. The Registrant’s amended and restated certificate of incorporation and its amended and restated bylaws authorize the Company to indemnify its directors, officers, employees, and agents to the fullest
extent permitted by the DGCL.
Section 102(b)(7) of the DGCL permits a corporation to include in its certificate of incorporation a
provision eliminating or limiting the personal liability of a director or officer to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except for liability (i) for any breach of the
duty of loyalty, (ii) for acts or omissions not in good faith or involving intentional misconduct or knowing violation of law, (iii) with respect to directors only, under Section 174 of the DGCL, (iv) for any transaction from
which the director or officer derived an improper personal benefit, or (v) with respect to officers only, in any action by or in the right of the corporation. The Registrant’s certificate of incorporation includes such a provision to the
fullest extent permitted by Delaware law, and provides that if the DGCL is amended to further eliminate or limit liability, such elimination or limitation shall automatically apply. The Registrant’s amended and restated certificate of
incorporation eliminates, to the fullest extent allowable under the DGCL, the personal liability of its directors to the Company and its stockholders for monetary damages resulting from the breach of any fiduciary duty as a director, except for
which the DGCL does not permit indemnification.
The Registrant has also entered into or will enter into indemnification agreements with
each of its directors and senior officers. These agreements generally obligate the Registrant to indemnify such persons for liability incurred by them as a result of their services as directors or officers, subject to limited exceptions. In
addition, the Registrant maintains policies of insurance under which its directors and officers are insured, subject to specified exclusions, deductible amounts and policy limits, against loss arising from any claim which may be made against any of
its directors or officers by reason of any breach of duty, neglect, error, misstatement, omission or act done or alleged to have been done while acting in the scope of their respective duties.
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