Section 102(b)(7) of the DGCL provides that a corporations certificate of incorporation may
contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the directors duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit.
The
Registrants amended and restated by-laws (the By-laws) provide that it will indemnify and hold harmless each director and officer of the Registrant to
the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Registrant to provide broader indemnification rights than such law
permitted the Registrant to provide prior to such amendment), and to the extent authorized in the By-laws. Each director and officer of the Registrant shall be indemnified and held harmless by the Registrant
against any and all expenses and liabilities that are incurred or paid by such director or officer or on such directors or officers behalf in connection with any proceeding or any claim, issue or matter therein (other than an action by
or in the right of the Registrant), which such director or officer is, or is threatened to be made, a party to or participant in by reason of such directors or officers corporate status, if such director or officer acted in good faith
and in a manner such director or officer reasonably believed to be in or not opposed to the best interests of the Registrant and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. Each
director and officer of the Registrant shall also be indemnified and held harmless by the Registrant against any and all expenses that are incurred by such director or officer or on such directors or officers behalf in connection with
any proceeding or any claim, issue or matter therein by or in the right of the Registrant, which such director or officer is, or is threatened to be made, a party to or participant in by reason of such directors or officers corporate
status, if such director or officer acted in good faith and in a manner such director or officer reasonably believed to be in or not opposed to the best interests of the Registrant; provided, however, that no indemnification shall be made under the By-laws in respect of any claim, issue or matter as to which such director or officer shall have been finally adjudged by a court of competent jurisdiction to be liable to the Registrant, unless, and only to the
extent that, the Court of Chancery of the State of Delaware or another court in which such proceeding was brought shall determine upon application that, despite adjudication of liability, but in view of all the circumstances of the case, such
director or officer is fairly and reasonably entitled to indemnification for such expenses that such court deems proper. Notwithstanding the foregoing, the Registrant shall indemnify any director or officer seeking indemnification in connection with
a proceeding initiated by such director or officer only if such proceeding (including any parts of such proceeding not initiated by such director or officer) was authorized in advance by the Board of Directors of the Registrant, unless such
proceeding was brought to enforce such officers or directors rights to indemnification or, in the case of directors, advancement of expenses under the By-laws in accordance with the provisions set
forth therein. Unless ordered by a court, no indemnification shall be provided pursuant to the By-laws to a director or an officer of the Registrant unless a determination shall have been made that such person
acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Registrant and, with respect to any criminal proceeding, such person had no reasonable cause to believe his or her conduct was
unlawful. Such determination shall be made by (a) a majority vote of the disinterested directors of the Registrant, even though less than a quorum of the Board of Directors of the Registrant, (b) a committee comprised of disinterested
directors of the Registrant, such committee having been designated by a majority vote of the disinterested directors of the Registrant (even though less than a quorum), (c) if there are no such disinterested directors, or if a majority of
disinterested directors of the Registrant so directs, by independent legal counsel in a written opinion, or (d) by the stockholders of the Registrant.
The Registrant has entered into indemnification agreements with each of its directors and executive officers in which the Registrant has agreed to indemnify
these individuals for certain expenses (including attorneys fees), judgments, fines and settlement amounts reasonably incurred by such person in any action or proceeding, including any action by or in the Registrants right, on account of
any services undertaken by such person on behalf of the Registrant or that persons status as a member of the Registrants Board of Directors to the maximum extent allowed under Delaware law.