Item 6. Indemnification of Directors
and Officers.
The California Corporations
Code permits a California corporation to indemnify a present or former director or officer of the corporation (and certain other
persons serving at the request of the corporation in related capacities) for liabilities, including legal expenses, arising by
reason of service in such capacity if such person shall have acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and in any criminal proceeding if such person had no reasonable cause
to believe his conduct was unlawful. However, in the case of actions brought by or in the right of the corporation, no indemnification
may be made with respect to any matter as to which such director or officer shall have been adjudged liable, except in certain
limited circumstances.
The Registrant’s
Amended and Restated Articles of Incorporation and Second Amended and Restated Bylaws provide that the Registrant may indemnify
its directors and officers to the fullest extent now or hereafter permitted by the California Corporations Code.
The indemnification
provided by the California Corporations Code and the Registrant’s Second Amended and Restated Bylaws is not exclusive of
any other rights to which a director or officer may be entitled. The general effect of the foregoing provisions may be to reduce
the circumstances in which a director or officer may be required to bear the economic burden of the foregoing liabilities and expense.
The Registrant maintains
a liability insurance policy for its directors and officers as permitted by the California Corporations Code which may extend to,
among other things, liability arising under the Securities Act.
Item 9. Undertakings
(a) The undersigned
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. 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) of the Securities
Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective 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 periodic 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 herein, 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.
(4) That, for the
purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the
securities, in a primary offering of securities of the Registrant pursuant to this Registration Statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of
the following communications, the Registrant will be a seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:
(i) Any
preliminary prospectus or prospectus of the Registrant relating to the offering required to be filed pursuant to Rule 424 under
the Securities Act;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the Registrant or used or referred to by the Registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing material information about the Registrant or its
securities provided by or on behalf of the Registrant; and
(iv) Any
other communication that is an offer in the offering made by the Registrant to the purchaser.
(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 that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the securities offered herein, 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.