Section 145(a) of the DGCL, as in effect on the date hereof, provides that a
corporation may indemnify any person, including directors and officers, as well as employees and agents, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent of such corporation if 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 corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was
unlawful.
Section B.2. of Article V of the Registrant’s Amended and Restated Certificate of Incorporation, as amended, requires the
Registrant to indemnify to the fullest extent permitted by applicable law, as then in effect, any person who was or is involved in any manner (including, without limitation, as a party or a witness) or is threatened to be made so involved in any
threatened, pending or completed investigation, claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, any action, suit or proceeding by or in the right of the Registrant to
procure a judgment in its favor) (each, a “Proceeding”) by reason of the fact that such person is or was a director, officer, employee or agent of the Registrant, or is or was serving at the request of the Registrant as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including, without limitation, any employee benefit plan) against all expenses (including attorneys’ fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in connection with such Proceeding.
Pursuant to Section 145(b) of
the DGCL, if the Proceeding is a derivative action (meaning one brought by or on behalf of the corporation), the Registrant will, to the extent permitted by applicable law, as then in effect, indemnify any person against expenses actually and
reasonably incurred by such person in connection with the defense or settlement of such Proceeding if incurred by such person in connection with the defense or settlement of such Proceeding if 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 corporation, except that no indemnification may be made in respect to any Proceeding or matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his or her duty to the corporation, unless and only to the extent that the Delaware Court of Chancery or the court in which the action or suit is brought determines upon application that, despite the
adjudication of liability but in light of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expense as the court deems proper.
Section 145(e) of the DGCL provides that the rights contained therein are not exclusive of other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
Section B.4. of
Article V of the Registrant’s Amended and Restated Certificate of Incorporation, as amended, further provides that the right of indemnification provided under Section B of Article V of the Registrant’s Amended and Restated Certificate of
Incorporation shall not be exclusive of any other rights to which those seeking indemnification may otherwise be entitled.
Section 145(g) of the DGCL provides, in general, that a corporation has the power to purchase and maintain insurance on behalf of any
person who is or was a director, officer or employee of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of any other enterprise, against any liability asserted against the person in
any such capacity, or arising out of the person’s status as such, regardless of whether the corporation would have the power to indemnify the person against such liability under the provisions of Section 145 of the DGCL.
Section B.3 of Article V of the Registrant’s Amended and Restated Certificate of Incorporation, as amended, permits the Registrant and
its subsidiaries to purchase and maintain insurance on behalf of any person who is a director or officer for acts committed in their capacities as such directors or officers. The Registrant currently maintains such liability insurance.
| ITEM 7. |
EXEMPTION FROM REGISTRATION CLAIMED. |
Not applicable.