The legality of the Common Stock has been passed upon for the Registrant by Seth J. Kalvert, Esquire, Chief Legal Officer, and Secretary of the
Registrant. As of April 16, 2021, Mr. Kalvert beneficially owned 361,961 shares of Common Stock of the Registrant. Mr. Kalvert will be eligible to receive Common Stock pursuant to the 2018 Plan.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law (the DGCL) empowers a Delaware corporation to indemnify any persons who
are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation) by reason of
the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise. The indemnity may include expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding,
provided that such officer, director, employee or agent acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporations best interests, and, for criminal proceedings, had no reasonable cause to
believe his or her conduct was unlawful. A Delaware corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval
if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the
expenses that such officer or director actually and reasonably incurred.
Article VIII of the Registrants Restated Certificate
of Incorporation, as amended, provides that each person who is or was or had agreed to become a director or officer of the Registrant, or each such person who is or was serving or who had agreed to serve at the request of the Board of Directors or
an officer of the Registrant as an employee or agent of the Registrant or as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including the heirs, executors, administrator or
estate of such person), shall be indemnified by the Registrant, in accordance with the By-Laws of the Registrant, to the full extent permitted from time to time 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 said law permitted by the Registrant to provide prior to such amendment) or any other
applicable laws as presently or hereafter in effect. Without limiting the generality or effect of the foregoing, the Registrant may enter into one or more agreements with any person that provide for indemnification greater than or different than
that provided in Article VIII. Any amendment or repeal of Article VIII shall not adversely affect any right or protection existing hereunder immediately prior to such amendment or repeal.
Section 145 of the DGCL permits a corporation to 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 such capacity, or arising out of their status as such, whether or not the corporation would have the power to indemnify such person against such liability. The Registrant has obtained
officers and directors liability insurance for the members of its Board of Directors and executive officers for certain losses arising from claims or charges made against them while acting in their capacities as directors and officers of
the Registrant.
In addition, Section 102(b)(7) of the DGCL provides that the certificate of incorporation of a corporation 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. Article IX of the Registrants Restated Certificate of Incorporation includes a provision that
eliminates the personal liability of its directors for monetary damages for breach of their fiduciary duty as directors to the fullest extent permitted by the DGCL.