Section 145(e) of the DGCL provides that expenses (including attorneys’ fees)
incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized by Section 145 of the DGCL.
Section 145(e) of the DGCL further provides that such expenses (including attorneys’ fees) incurred by former directors and officers
or other employees or agents of the corporation may be so paid upon such terms and conditions as the corporation deems appropriate.
Section 145(g) of the DGCL provides, in general, that a corporation may purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify the person against such liability under
Section 145 of the DGCL.
The Certificate of Incorporation provides that, to the fullest extent permitted by the DGCL, the
Company’s directors shall not be personally liable to the Company or the Company’s stockholders for monetary damages for breach of fiduciary duty as a director. Under Section 102(b)(7) of the DGCL, the personal liability of a director
to the corporation or its stockholders for monetary damages for breach of fiduciary duty can be limited or eliminated except (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders; (2) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (3) under Section 174 of the DGCL (relating to unlawful payment of dividend or unlawful stock purchase or redemption) or (4) for any
transaction from which the director derived an improper personal benefit.
The Company’s indemnity covers expenses, judgments, fines
and amounts paid or to be paid in settlement actually and reasonably incurred in connection with the defense or settlement of an action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or
not opposed to the Company’s best interest and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The Company will indemnify a person in a derivative action under the
same conditions, except that no indemnification is permitted without judicial approval if the person is adjudged to be liable to the Company in performance of his or her duty. Derivative actions are actions by the Company or in the Company’s
right to procure a judgment in the Company’s favor. The Company’s agents may be similarly indemnified at the discretion of the Company’s board of directors.
All of the Company’s directors and officers are covered by an insurance policy that the Company maintains against specified liabilities
for actions taken in their capacities as such, including liabilities under the Securities Act.
Insofar as indemnification for liabilities
arising under the Securities Act may be permitted for the Company’s directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, the Company 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.
Item 7. Exemption from Registration
Claimed.
Not Applicable.
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